Form 10-K/A Securetech Innovations, For: Dec 31
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
(Mark One)
For the fiscal year ended:
or
For the transition period from ________ to ________
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Securities registered pursuant to Section 12(b) of the Act:
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N/A |
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| N/A |
Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, $0.001 par value |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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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.
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).
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 ¨ |
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 13(a) of the Exchange Act.
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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.
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨
As of June 30, 2025 (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 $
As of March 24, 2026, there were shares of our common stock, $0.001 par value issued and outstanding; 13,615,158 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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EXPLANATORY NOTE
This Amendment No. 2 (this “Amendment”) amends and restates the Annual Report on Form 10-K of SecureTech Innovations, Inc. (the “Company,” “we,” “us,” or “our”) for the fiscal year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2026 (the “Original Form 10-K”).
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on August 5, 2026, the Board of Directors, acting in the absence of an audit committee, concluded, after discussion with Gary Cheng CPA Limited, the Company’s former independent registered public accounting firm, that the Company’s previously issued financial statements for the fiscal year ended December 31, 2025 and for the interim periods ended June 30, 2025, September 30, 2025 and March 31, 2026 (collectively, the “Affected Periods”) should no longer be relied upon and require restatement.
Accordingly, this Amendment amends and restates Part I, Item 1A (Risk Factors) and Part II, Item 8 (Financial Statements and Supplementary Data), including the notes thereto, Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), and Part II, Item 9A (Controls and Procedures) of the Original Form 10-K to reflect the Restatement and related disclosures. In connection with the Restatement, management has also identified an additional material weakness in internal control over financial reporting relating to the Company’s accounting and financial reporting controls over complex equity instruments and balance sheet asset classifications, as further described in Item 9A of this Amendment.
Except as described above, this Amendment does not amend, update, or restate any other information in the Original Form 10-K, and does not reflect events or developments occurring after the filing date of the Original Form 10-K, nor does it modify or update the disclosures contained therein other than as required to reflect the Restatement.
This Amendment should be read together with the Original Form 10-K and the Company’s other filings with the SEC, including the Current Report on Form 8-K referenced above. This Amendment also includes currently dated certifications from the Company’s Chief Executive Officer and Chief Financial Officer, filed as Exhibit 31.1, Exhibit 31.2 and Exhibit 32.1 hereto, as required under Rule 13a-14 and Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.
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TABLE OF CONTENTS
Item 1B. Unresolved Staff Comments46
Item 4. Mine Safety Disclosures47
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities48
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations54
Item 7A. Quantitative and Qualitative Disclosures About Market Risk61
Item 8. Financial Statements and Supplementary Data62
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure100
Item 9A. Controls and Procedures100
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections102
Item 10. Directors, Executive Officers and Corporate Governance103
Item 11. Executive Compensation107
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters108
Item 13. Certain Relationships and Related Transactions, and Director Independence108
Item 14. Principal Accounting Fees and Services111
Item 15. Exhibits, Financial Statements Schedules112
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PART I
Cautionary Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” and other similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements (collectively, “forward-looking statements”), but the absence of these words does not mean that a statement is not forward-looking. Our actual results or outcomes could differ materially from those indicated in these forward-looking statements for a variety of reasons, including, among others:
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| Our ability to execute our growth strategies |
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| Supply chain disruptions and general price inflation |
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| Our ability to maintain favorable relationships with suppliers and manufacturers |
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| Competition from more established and better financed competitors |
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| Our ability to attract and retain competent and qualified personnel |
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| Regulatory changes and developments affecting our business |
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| Our ability to obtain additional capital to finance operations |
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| Managing a “just right” product inventory size and mix |
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| Impacts on our business from epidemics, pandemics, or natural disasters |
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| Our ability to remediate the material weakness in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or to maintain effective disclosure controls and procedures and internal control over financial reporting |
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| Other risks and uncertainties, including those listed in the section titled “Risk Factors” in our filings with the United States Securities and Exchange Commission (“SEC”) |
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part I, Item 1A, “Risk Factors” and elsewhere in this Annual Report for the year ended December 31, 2025. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results or outcomes could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to rely unduly on these statements.
The forward-looking statements made in this Annual Report are based on events or circumstances as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
As used in this Annual Report, the terms "we," "us," "our," "SecureTech," “Registrant,” “Company,” and “Issuer” mean SecureTech Innovations, Inc. unless the context clearly requires otherwise.
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Item 1. Business
The following discussion should be read in conjunction with our financial statements and the notes thereto and the other information included in this Annual Report as filed with the SEC on Form 10-K.
Business Overview
SecureTech Innovations, Inc. is a technology-driven company focused on developing and commercializing artificial intelligence–driven manufacturing systems, blockchain‑based digital infrastructure, and innovative automotive safety technologies. Our mission is to deliver secure, efficient, and scalable technology solutions across industrial, digital, and consumer markets. We operate through three primary business units—AI UltraProd, Piranha Blockchain, and Terra Nova Technologies (Top Kontrol product line)—each addressing distinct high‑growth sectors with significant long‑term demand drivers. Our portfolio includes:
• | AI UltraProd, acquired on June 23, 2025, now serves as our primary operating business and currently generates substantially all of our consolidated revenues. |
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• | Piranha Blockchain, an early‑stage enterprise that is focused on building digital‑asset infrastructure and cybersecurity capabilities. |
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• | Terra Nova Technologies (Top Kontrol product line), a legacy product line undergoing restructuring in preparation for a planned spin‑off onto the OTCQB marketplace. |
AI UltraProd’s operating results were first consolidated in our financial statements beginning on June 23, 2025, the date we completed the acquisition. As a result, the quarter ended June 30, 2025 included only a few days of AI UltraProd’s post-acquisition activity. The quarter ended September 30, 2025 is therefore the first full fiscal quarter that reflects AI UltraProd’s results for the entire period.
Our business segments continue to pursue distinct commercial strategies. SecureTech provides centralized oversight of finance, governance, SEC compliance, and merger-and-acquisition activities, with the objective of enhancing long-term shareholder value.
Corporate History
SecureTech was incorporated in the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. On December 20, 2017, the Company amended its Articles of Incorporation to change its name to SecureTech Innovations, Inc.
SecureTech has established several wholly owned subsidiaries to support its strategic growth initiatives:
• | On November 19, 2021, and November 25, 2021, SecureTech formed Piranha Blockchain, Inc., a Wyoming corporation, and Piranha Blockchain, Ltd., an Anguilla-based international business company, respectively (collectively, “Piranha”). |
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• | On January 27, 2025, SecureTech incorporated two additional Wyoming-based subsidiaries: Terra Nova Technologies, Inc. and Top Kontrol, LLC. |
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• | On June 6, 2025, SecureTech formed AI UltraProd, Inc., also a Wyoming corporation. |
On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., SecureTech acquired 100% of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited owns a 90% equity interest in Zhejiang Jizhu Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (collectively, “AI UltraProd”).
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Corporate Structure
The following diagram illustrates our corporate structure as of December 31, 2025: 
Recent Developments
Appointment of New President and Chief Executive Officer
Effective January 14, 2025, SecureTech appointed J. Scott Sitra as President, Chief Executive Officer, Principal Executive Officer, and member of the Board of Directors. Mr. Sitra brings executive leadership and strategic guidance across SecureTech’s portfolio. Concurrently, Kao Lee, who previously served in those roles, transitioned to the position of General Manager of Top Kontrol and now to the President and Chief Executive Officer. Mr. Lee’s responsibilities now focus exclusively on advancing the development and commercialization of the Top Kontrol product line. Mr. Sitra will oversee SecureTech’s enterprise-level operations, business strategy, and execution.
Completion Share Reduction Program (78% Reduction in Common Shares)
Over the course of the year, SecureTech reduced its issued and outstanding shares of common stock by approximately 61 million, representing a 78% reduction and aligning the capital structure with long-term shareholder interests. The Company reduced the shares of common stock by entering into share exchange agreements with certain of its shareholders and issuing
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shares of its Series A Preferred Stock for the common stock. As of date of March 24, 2026, SecureTech had 17,077,368 shares of its common stock issued and outstanding and 19,725 shares of its Series A Preferred Stock issued and outstanding.
Completed Acquisition of Aiultraprod Group Limited and Subsidiaries
On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., SecureTech acquired 100% of the equity interests of Aiultraprod Group Limited, a Hong Kong limited liability company. As part of this acquisition, SecureTech also assumed indirect majority ownership in two operating subsidiaries, Zhejiang Jizhu Technology Co., Ltd. and Jizhu Technology (Huzhou) Co., Ltd., each a limited liability company organized under the laws of the People’s Republic of China.
This acquisition was completed under an Acquisition and Stock Purchase Agreement (“Acquisition Agreement”) dated June 23, 2025. Under the terms of the Acquisition Agreement, SecureTech issued 185 unregistered shares of its Series A Preferred Stock, $0.001 par value per share, to the Seller. These shares were valued at $8,565,500, equating to a per-share value of $46,300
Key highlights of this transaction include:
• | FY2025 Revenue (audited): $7.7 million |
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• | Technology Differentiation: AI-powered industrial 3D printing and robotic systems that deliver scalable, high-precision manufacturing solutions. |
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• | Intellectual Property Portfolio: including 12 issued patents and 13 software copyrights. |
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• | Growth Strategy: SecureTech intends to pursue aggressive expansion of AI UltraProd operations, including a potential spin-off and uplisting to the NASDAQ Capital Market as a standalone public company, subject to applicable regulatory approvals and market conditions. |
Uplisting to OTCQB Venture Market
On August 1, 2025, SecureTech’s common stock commenced trading on the OTCQB® Venture Market under the ticker symbol “SCTH”. The OTCQB is recognized by the SEC as an established public market and serves as the initial tier for early-stage and smaller reporting companies within the OTC framework. Companies listed on the OTCQB must meet rigorous financial reporting standards, maintain current filings with the SEC or a U.S. banking regulator, and annually verify company information and management certification. SecureTech’s uplist from the OTCID to OTCQB provides enhanced transparency, increased liquidity, and stronger visibility within the capital markets.
Craft Capital Management, LLC Engagement
On August 7, 2025, SecureTech engaged Craft Capital Management, LLC as its exclusive investment banking partner to support capital formation, uplisting to a national securities exchange, and strategic mergers and acquisitions. This partnership aims to strengthen SecureTech’s financial position and accelerate its growth initiatives following its recent acquisition of AI UltraProd. The collaboration is expected to enhance shareholder value and position SecureTech for scalable expansion in advanced technology sectors.
Engagement of Ajene Watson, LLC
On October 6, 2025, SecureTech engaged Ajene Watson, LLC (“AWLLC”), a business management and financial services consultancy specializing in development-stage and microcap companies. The nine-month engagement is designed to:
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| Establish a Bitcoin and Ethereum treasury management strategy; |
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| Facilitate introductions to potential strategic partners and distribution channels to support AI UltraProd’s planned 2026 entry into the U.S. market; and |
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| Enhance investor communications and disclosure practices to align with SEC expectations and improve transparency. |
AWLLC will also advise management on capital markets positioning and best practices for microcap issuers.
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The nine‑month agreement includes strategic consulting services related to capital formation, disclosure practices, establishing a Bitcoin and Ethereum treasury, and AI UltraProd’s U.S. market entry. AWLLC is compensated through a combination of cash, restricted equity, and key performance incentives. AWLLC acts strictly as an independent contractor.
Engagement of Public Yield Capital
On October 21, 2025, SecureTech engaged Public Yield Capital, a firm specializing in investor outreach and capital markets engagement for smaller reporting companies. Public Yield Capital focuses on equity crowdfunding channels such as Regulation A+, Regulation CF, and Regulation D, and combines investment marketing, investor relations, and scalable engagement tools. Under this engagement, Public Yield Capital will:
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| Develop and manage a compliant investor awareness and communications program; |
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| Expand SecureTech’s visibility among retail and institutional investors; |
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| Support efforts to increase market liquidity and broaden the shareholder base; and |
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| Enhance overall investor relations strategy in alignment with SEC and FINRA guidelines. |
This six-month engagement requires Public Yield to provide SecureTech with retail‑investor outreach, digital advertising, content development, and shareholder engagement services. Compensation includes both cash and restricted equity components.
2026 Roadmap: Driving Innovation and Growth
Under the leadership of our newly appointed President and Chief Executive Officer, J. Scott Sitra, SecureTech is repositioning its strategic focus to support accelerated growth, operational efficiency, and long-term shareholder value. In 2026, the Company is executing on a defined set of core initiatives, each aimed at transforming its business platform and expanding its market presence.
The principal strategic objectives include:
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| Complete NASDAQ Uplisting (Anticipated Q2 2026): SecureTech is working toward completing its planned uplisting to the NASDAQ Capital Market in Q2 2026, subject to meeting all applicable listing requirements and regulatory approvals. |
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| AI UltraProd Expansion into U.S. and Indonesian Markets: AIUP is actively entering the U.S. and Indonesian markets, leveraging its advanced AI-driven manufacturing technologies to serve high-growth industrial sectors. SecureTech is executing a staged go‑to‑market plan focused on pilot deployments, strategic alliances, and regional product assembly and manufacturing hubs to support long‑term scale. |
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| Launch Investor Awareness Program: Beginning in late February, SecureTech will initiate a structured investor awareness and communications program to enhance visibility and broaden outreach to the investment community. This initiative will follow the launch of our new corporate website and will include coordinated digital marketing, targeted investor outreach, and online presentations conducted in partnership with Public Yield Capital. These efforts are designed to increase engagement with both retail and institutional investors as we prepare for our planned uplisting. |
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| Evaluate Additional M&A Opportunities: SecureTech will continue reviewing acquisition candidates with $5–$10 million in annual revenue, strong intellectual property, and experienced management teams capable of scaling into new markets and regions. |
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| Complete the Terra Nova Technologies (Top Kontrol) Spin-Off: The company plans to finalize the previously announced spin-off of Terra Nova Technologies (Top Kontrol safety device business) onto the OTCQB in the Fall 2026. Following the spin‑off, SecureTech shareholders are expected to receive shares in the new public entity, and SecureTech’s balance sheet will reflect its equity ownership in Terra Nova Technologies, thereby enhancing long‑term SecureTech shareholder value. |
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| Establish a Bitcoin Treasury Under Piranha Blockchain: As part of its digital-infrastructure strategy, SecureTech intends to establish a BTC treasury reserve within its Piranha Blockchain subsidiary, aligning with emerging trends in digital asset management and treasury diversification. |
AI UltraProd
AI UltraProd is dedicated to building an industrial customized solutions platform that connects creativity, intelligence, and advanced manufacturing. AI UltraProd provides end-to-end solutions covering concept design, manufacturing technology development, product realization, and delivery management.
Guided by a philosophy of deep integration and innovation, AI UltraProd tightly couples artificial intelligence, digitalization, and next-generation manufacturing technologies to serve global manufacturing enterprises.
Business Model
As an industrial customized solutions provider bridging creativity, intelligence, and manufacturing, AI UltraProd leverages artificial intelligence, digitalization, and advanced manufacturing technologies to deliver comprehensive solutions to traditional industries.
AI UltraProd provides full-process services ranging from customized solution design and technical implementation to integrated software/hardware products and supporting services, addressing complex and systemic challenges faced by clients.
AI UltraProd’s value proposition lies not in the performance of a single product, but in delivering sustained value through customized solution design, system integration, and professional delivery services.
Currently, AI UltraProd has established industry leadership in construction 3D printing robotics and has expanded into AI computing infrastructure and algorithm development, smart city solutions, intelligent healthcare and community systems, renewable energy, port logistics, and autonomous warehousing robotics.
Core Capabilities and Value Proposition
1. Robotics Product Matrix for Construction, Renewable Energy, Port Logistics, and Autonomous Warehousing
AI UltraProd has independently developed a series of 3D printing robots (including the GR1, RF1, RC1, and RT1 series), integrated with AI-driven design solutions and proprietary advanced 3D printing materials such as Geo Mix and Geo Add.
This integrated approach has created a new paradigm in the construction industry, where AI UltraProd continues to maintain a leading position.
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The core value of AI UltraProd’s 3D printing technology lies in its exceptional efficiency in constructing vertical building structures (walls), which represents the largest and most direct cost-saving component in building projects.
In traditional construction budgets, structural framing (wood or masonry) and wall systems account for approximately 20%–25% of total project costs. With 3D printing technology, this cost can be reduced to 15% or lower. These savings are primarily driven by:
·Labor Reduction: Large teams of carpenters or masons are replaced by a small team of three to four technicians operating the printing system.
·Efficiency Improvement: The walls of a 2,000-square-foot house can be printed within a few days, significantly shortening the construction cycle and reducing financial and management costs.
·Material Optimization: 3D printing places material only where needed, nearly eliminating the waste commonly found on traditional construction sites.
Building upon its success in construction 3D printing robotics, AI UltraProd has accumulated deep technical expertise and industrial application capabilities. The company has expanded its robotics portfolio into renewable energy, port logistics, and autonomous warehousing, delivering integrated robotic solutions supported by coordinated software and hardware systems.
2. Artificial Intelligence and Large-Scale Computing Infrastructure
Beyond its advanced manufacturing capabilities, AI UltraProd’s success in 3D printing is supported by AI-driven design systems that form a strong technological moat.
Leveraging its expertise in AI algorithms and accumulated industry resources, AI UltraProd provides clients with comprehensive solutions based on algorithm platforms, including system design, technical support, and integrated software and hardware services.
3. Comprehensive Intelligent Scenario Solutions
Through the integration of advanced manufacturing (3D printing), artificial intelligence, and traditional industry sectors, AI UltraProd has pioneered an innovative model that empowers conventional industries with intelligent and digital technologies.
In addition to construction, the company actively develops solutions for cities, healthcare institutions, schools, and communities. By delivering holistic intelligent solutions—covering system design, integrated hardware and software development, debugging, and delivery services—AI UltraProd enables clients to achieve sustainable growth and operational excellence.
Core Business Segments
Based on its established capability system, AI UltraProd currently operates three primary business segments:
1. Robotics and Hardware Equipment
AI UltraProd provides robotic products for construction, renewable energy, port logistics, and autonomous warehousing. The company also supplies hardware and turnkey equipment systems for AI computing centers, smart hospitals, smart campuses, smart water management systems, and other intelligent scenarios.
2. Robotics and Hardware-Related Derivative Businesses
AI UltraProd offers supporting businesses related to robotics and hardware products, including:
·Specialized printing materials for 3D printing robots
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·Highly customized 3D printing services (delivered as finished products)
·Spare parts and accessories for 3D printing and other robotic systems
·Robotics leasing services
3. Robotics and Hardware-Related Technical Services
The company provides comprehensive technical support services, including:
·Installation and commissioning of robotic and hardware equipment
·3D detailed engineering design services required for 3D printing applications
·On-site technical support and professional training
·Overall solution design for AI computing centers and intelligent transformation of traditional sectors (such as smart hospitals, campuses, and water systems)
·Equipment upgrades, maintenance, and repair services
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Products and Application Scenarios
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| Model: GEO RC1 KC20 (Concrete) |
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Movable and liftable, adaptable to various operating conditions. Suitable for the trial production and manufacturing of prefabricated building components, various landscape parts, urban furniture, special-shaped sculptures, retaining walls, etc. | |
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| Model: GEO RT1 KC20 (Concrete) |
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The guide rail is expandable, and the robot can move along the rail. Suitable for the mass production of prefabricated building components, various concrete landscape parts, urban furniture, special-shaped sculptures, etc. | |
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| Model: GEO RF1 KC20 (Concrete)
Highly integrated, enabling rapid and precise construction of concrete structures. Suitable for the trial production and manufacturing of various small and medium-sized concrete components. |
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| Model: GEO RF1 KP10 (Polymer) |
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Highly integrated, enabling rapid and precise construction. Suitable for the trial production and manufacturing of various small and medium-sized polymer products. |
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| Model: GEO RT1 KP10 (Polymer) |
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The guide rail is expandable, and the robot can move along the rail. Suitable for the mass production of prefabricated polymer components, various landscape decorations, urban furniture, special-shaped sculptures, etc. | |
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| Model: GEO GD1 (Concrete) |
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A laboratory research device suitable for teaching and scientific research, material R&D, and landscape ornament printing. It features flexible layout and simple operation. | |
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| Model: GEO GD2 (Concrete) |
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High precision, flexibility, easy operation, strong environmental adaptability – for trial production/manufacturing of small and medium-sized concrete components. | |
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Foundations of AI UltraProd’s Success
1. Solving Complex Problems and Creating Higher Value
Clients purchase not merely isolated software or hardware products, but measurable outcomes that ensure smooth business operations.
For example, in the 3D printing robotics business, AI UltraProd not only supplies the equipment, but also provides the required 3D detailed design services and proprietary printing materials. If clients lack experienced operational teams, AI UltraProd dispatches professional engineers for training and on-site support, ensuring clients can generate tangible value from this technology.
This transforms AI UltraProd from a product supplier into a long-term value partner, enabling higher margins and stronger strategic positioning.
2. Building Strong Customer Stickiness
AI UltraProd supports clients not only in deploying solutions but also in continuously extracting value from them. Because its solutions address multidimensional operational needs and deliver concrete results, the switching costs—both direct and indirect—for customers are significantly high, fostering long-term, stable partnerships.
3. Cross-Industry Ecosystem Synergy
By collaborating with leading AI algorithm and computing companies, top software providers, hardware manufacturers, and service partners, AI UltraProd integrates cutting-edge technologies into traditional industry scenarios.
This ecosystem approach enables clients to build competitive advantages that competitors find difficult to replicate, strengthening their long-term strategic moat.
Piranha Blockchain
SecureTech is advancing its commitment to digital security and decentralized infrastructure through its wholly owned subsidiaries operating under the Piranha Blockchain brand. Piranha is focused on developing next-generation blockchain, Web3, and cybersecurity platforms that enable secure digital asset management, enhance online privacy, and protect users from emerging cyber threats.
• | Data Centers: Development of secure, low-cost data centers powered by renewable energy, designed to support blockchain operations while minimizing environmental impact. |
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• | Advanced Cybersecurity Solutions: Deployment of proprietary cybersecurity hardware and software to protect client data, digital identities, and assets from theft, ransomware, and other malicious attacks. |
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• | Blockchain Infrastructure & Crypto Platforms: Creation of robust systems for cryptocurrency mining, digital asset storage, and trading exchanges, supporting the evolving needs of the blockchain ecosystem. |
Revenue Model
Piranha intends to generate revenue through four primary channels:
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• | Product Sales: One-time sales of cybersecurity hardware and software applications. |
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• | Subscription Services: Recurring revenue from cybersecurity subscriptions and hosting services. |
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• | Cryptocurrency Ventures: Mining operations, third-party rig hosting, and joint venture initiatives. |
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• | Transaction Fees: Fees from crypto exchanges, trading, and fiat conversions. |
Growth Strategy
Piranha’s expansion strategy combines internal innovation with targeted acquisitions:
• | Internal Development: Investment in proprietary technologies and product innovation to drive organic growth. |
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• | Strategic Acquisitions: Identification and acquisition of synergistic businesses to accelerate market penetration and expand capabilities. |
Top Kontrol Product Line
Top Kontrol® is a next-generation automotive security system engineered to prevent both passive theft and active carjacking—without requiring any action from the driver. Unlike conventional vehicle immobilizers, Top Kontrol is designed to protect occupants during real-time threats, making it the most advanced anti-theft and anti-carjacking solution available today.
Key Features and Benefits
Top Kontrol’s patented technology delivers comprehensive protection through:
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| ·Anti-Theft Circuits: Actively prevent unauthorized vehicle access and operation. |
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| ·Idle Theft Prevention: Automatically stops theft even when keys are in the ignition and the engine is idling. |
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| ·Carjacking Defense: Detects and responds to carjacking attempts with both active and passive countermeasures. |
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| ·Non-Interference Design: Seamlessly integrates without disrupting OEM vehicle systems. |
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| ·Universal Compatibility: Works with most car and truck makes and models. |
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| ·Manual Engine Kill Switch: Enables manual engine shutdown for added control. |
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| ·Wireless Code Security: Blocks attempts to intercept or spoof wireless security signals. |
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| ·Battery-Independent Operation: Functions even when the vehicle’s battery is disabled. |
Market Landscape and Competitive Advantage
In 2024, U.S. vehicle thefts surged to 850,708 incidents, marking a 105% increase since 2019. Top Kontrol competes with brands such as Viper, Clifford, and OEM-integrated immobilizers. Its key differentiator is automated anti-carjacking defense—a feature unmatched by competitors and increasingly vital in high-risk urban environments.
Corporate Strategy and Spin-Off Plans
SecureTech Innovations is currently restructuring Top Kontrol under its wholly owned subsidiary, Terra Nova Technologies, Inc., in preparation for a planned spin-off on the OTCQB Venture Market. SecureTech plans to finalize the spin‑off in Fall 2026. Following the spin‑off, SecureTech shareholders are expected to receive shares in the newly public entity, and
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SecureTech’s balance sheet will reflect ownership of equity in a separate public company, which may enhance long‑term shareholder value.
Competition
SecureTech, through its subsidiaries AI UltraProd, Piranha Blockchain, and Top Kontrol, operates in highly competitive industries. Success depends on our ability to continuously develop innovative technologies and market them effectively. Our strategy centers on attracting a substantial customer base to support sustained profitability.
We face intense competition from established companies with significant financial resources, deep operating histories, and strong market presence. Their advantages in marketing, purchasing power, and negotiating leverage present ongoing challenges. Furthermore, emerging startups and lesser-known rivals continue to enter the space with disruptive solutions.
Despite the breadth and scale of our target markets offering room for successful competition, technological evolution remains rapid and unpredictable. To remain relevant and resilient, SecureTech prioritizes adaptability and continuous innovation across all its business segments.
Manufacturing
SecureTech’s manufacturing operations span multiple geographies.
AI UltraProd Products
AI UltraProd’s additive construction systems are assembled in Ningbo and Hangzhou, PRC, using a modular supply chain of local CNC, laser, and materials vendors. AI UltraProd maintains ISO 9001-certified quality processes and leases 128 m² of office space for its headquarters and 197 m² of production space in Zhejiang Province. AI UltraProd does not operate any long-term take-or-pay material contracts and sources metal powders from qualified domestic mills under annual framework agreements.
Top Kontrol Products
Top Kontrol is manufactured by US-based contract manufacturers, with the final assembly taking place at our Minnesota headquarters. We deliberately avoid long-term or exclusivity agreements to preserve flexibility in selecting partners and responding to market demands.
Government Regulation
SecureTech products meet all applicable regulatory requirements. We actively monitor changes in the regulatory landscape to ensure ongoing compliance.
AI UltraProd
Compliant with ISO 9001 and CE directives for exported equipment. Construction-grade UHPC is certified under PRC GB/T 50082-2019 durability standards. Export classifications fall under U.S. BIS EAR99. No current products are subject to ITAR or EU dual-use regulations, to the Company’s knowledge.
Piranha Blockchain
Actively monitors and aligns with SEC and CFTC digital asset regulations, FinCEN AML/KYC guidelines, and OFAC sanctions lists. Compliance personnel review protocol updates quarterly.
Top Kontrol
Certified by the Federal Communications Commission (FCC) with a Declaration of Conformity issued in March 2020.
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Compliance with Environmental Laws
As of December 31, 2025, SecureTech has not incurred material expenses related to environmental compliance. We anticipate no such costs in the foreseeable future and remain in full compliance with existing environmental regulations.
Intellectual Property Rights and Proprietary Information
Innovation is a core pillar of SecureTech’s competitive strategy. We protect our technologies using a combination of patents, trademarks, trade secrets, and contractual safeguards, including nondisclosure agreements.
Notably, SecureTech holds a portfolio of issued and licensed patents, each with specific dates of issuance:
·SecureTech holds an exclusive license to U.S. Patent No. 8,436,721 — "Automobile Theft Protection and Disablement System" — issued on May 7, 2013 to Shongkawh, LLC, a related party controlled by co-founder Kao Lee. This license extends through the patent’s expiration on March 19, 2030.
·AI UltraProd holds 11 issued PRC patents, including CN219214112U for quick-release large-format build plates, and has 2 additional patent applications in progress. It also owns 13 copyrighted software packages for generative design, slicing, simulation, and robotic control.
Patent Strategy
We actively pursue patent applications for novel product features, disclosing critical components to our patent counsel under confidentiality prior to public release. Patent applications may not always be granted or may exclude key claims.
Trademark Protection
SecureTech owns federally registered trademarks, including SECURETECH INNOVATIONS® and TOP KONTROL®. Trademark applications for PIRANHA BLOCKCHAIN and AI ULTRAPROD are currently pending with the U.S. Patent and Trademark Office (USPTO).
Confidentiality Agreements
All employees, consultants, and third-party vendors are bound by nondisclosure agreements, prohibiting the disclosure of confidential company information during and after their engagement.
Employees
As of December 31, 2025, SecureTech employed 29 individuals across all business units, comprised of 22 full-time employees, three part-time employees, and four interns. The geographic breakdown of our employees is as follows:
·United States: Three employees, comprised of one full-time employee and two part-time employees.
·Hong Kong & Mainland China: 26 employees, comprised of 21 full-time employees, one part-time employee, and four interns.
Properties
SecureTech’s principal executive offices are in leased office space located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113.
AI UltraProd leases executive office space in Hong Kong and operates production facilities from leased industrial premises in Zhejiang Province, PRC.
SecureTech does not own or lease any other property or equipment.
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Legal Proceedings
During the past ten years no director, person nominated to become a director or executive officer, or promoter of SecureTech has been involved in any legal proceeding that would require disclosure hereunder.
From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is subject to inherent uncertainties for which the outcome cannot be predicted. Any adverse result in these or other legal matters could arise and cause harm to our business. We currently are not party to any claim or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business.
Available Information
We maintain a website with the address www.securetechinnovations.com. We make available free of charge through our Internet website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and any amendments thereto, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We are not including the information on our website as a part of, nor incorporating it by reference into, this report. Additionally, the SEC maintains a website that contains annual, quarterly, and current reports, proxy statements, and other information that issuers, including us, file electronically with the SEC. The SEC’s website address is www.sec.gov.
Note Regarding Third-Party Information
This Annual Report on Form 10-K incorporates market data, statistical information, and estimates drawn from various sources, including industry analysts' reports, market research firms' publications, and other independent resources. Additionally, our management team provides its own well-founded estimates and analyses.
While we consider these third-party reports reputable, it’s important to note that we have not independently verified the underlying data sources, methodologies, or assumptions. Information based on estimates, forecasts, projections, or market research inherently carries uncertainties. As a result, actual events or circumstances may materially diverge from what is reflected in this information.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and the consolidated financial statements and related notes, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, prospects, or results of operations. In such cases, the trading price of our common stock could decline, and you may lose all or part of your original investment. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.
Additionally, macroeconomic and geopolitical developments, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation, and rising interest rates may amplify many of the risks discussed below to which we are subject. Among other factors, significant disruption to our supply chain for products we sell, as a result of geopolitical conflict, or otherwise, could have a material impact on our sales and earnings.
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SUMMARY OF RISK FACTORS
The following summarizes the risks facing our business, all of which are more fully described below. This summary should be read in conjunction with the Risk Factors below and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.
Risks Related to Our Industry and the Broader Economy
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| Our industry is highly competitive, and as a small company with an unknown brand, we are at a disadvantage to our competitors. |
Risks Related to Our Business
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| Our use of AI technologies may adversely impact our business, reputation, financial condition and results of operations. |
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| Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability. |
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| Our products may not achieve market acceptance, which would significantly reduce our chances of success. |
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| If the market prefers to buy our competitors’ products and services, SecureTech may fail. |
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| Consumer trends, seasonal fluctuations, and general global economic conditions can lead to unpredictable operating results. |
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| We may be unable to successfully manage our inventory to match consumer demand. |
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| We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation, and disrupt our business. |
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| We may be unable to protect our proprietary rights and intellectual property. |
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| While no current lawsuits are filed against SecureTech, there is a possibility that claims may arise in the future. |
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| Our business's success depends heavily on key personnel, particularly J. Scott Sitra, and his business experience, understanding of the industries we compete in, and general global business operations. SecureTech would likely fail if we were to lose his services. |
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| Our officers and directors essentially determine and control all corporate decisions without the need for shareholder approval. |
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| Our officers and directors may be subject to conflicts of interest. |
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| Our officers and directors have other significant outside business interests. |
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| We depend on third-party contract manufacturers to produce our products. |
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| We incur significant additional expenses and management’s time relating to SEC reporting and compliance requirements. |
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| We have agreed to fully indemnify our officers and directors against lawsuits. |
Risks Related to Our Financial Condition
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| We lack an operating history and are incurring ongoing losses that we expect to continue into the future. |
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| Operating as a public company requires significant additional expenses and management time, reducing funds available to implement our business plan and potentially adversely affecting our results of operations, cash flow, and overall financial condition. |
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| Our auditing firm has issued a going concern warning on our ability to continue operations for the next 12 months. |
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| We need to raise additional capital, which may not be available to us in the future or on terms we find acceptable. |
Risks Related to Our Business Strategy
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| We intend to acquire other companies and technologies. Any acquisition we make could fail to result in a commercial product or sales, divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our business. |
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| Our operating results will be harmed if we cannot effectively manage and sustain our future growth or scale our operations. |
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Risks Related to Planned Data Centers and Blockchain Operations
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| Our future cryptocurrency and other digital asset holdings may be exposed to cybersecurity threats and hacking. |
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| The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.
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| Risk related to technological obsolescence and difficulty in obtaining advanced hardware. |
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| Our future data centers will be subject to various property and other insurance risks. |
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| The financial performance of our future data centers may be impacted by price fluctuations in the power market and other market factors beyond SecureTech’s control. |
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| Hazards associated with high-voltage electricity transmission and industrial operations may result in the suspension of our operations or the imposition of civil or criminal penalties. |
Risks Related to Market for Our Common Stock
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| Investing in SecureTech is a risky investment and could result in the loss of your entire investment. |
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| Even though our common stock is listed on the OTCQB Tier of the OTC Markets Group, Inc., an active trading market for shares of our common stock has yet to develop and may never develop. In the event a market does develop in the future, such future market prices for our shares may be volatile. |
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| We do not intend to pay any dividends on our common stock, so there are limited ways to profit from an investment in SecureTech Innovations, Inc. |
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| We have certain anti-takeover provisions and may issue additional securities, including common and preferred shares, without shareholder consent. This may make it difficult, if not impossible, to replace or remove our current management and could also result in significant dilution to existing investments in our common stock. |
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| Sales of our common stock under Rule 144 could reduce our stock price.
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Risks Related to Our Capital Structure and Public Company Status
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| We expect that we will need to raise additional capital in the future, which may not be available on favorable terms, may be available only on terms that are dilutive to existing stockholders and could depress the market price of our common stock. |
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| Our capital structure and status as a closely held, “controlled company” will concentrate control with Mr. Sitra, our Chief Executive Officer and controlling stockholder and may limit your ability to influence corporate matters and result in corporate governance that differs from that of other public companies. |
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| Our status as a “smaller reporting company” allows us to avail ourselves of reduced disclosure and governance requirements, which may make our stock less attractive to investors. |
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| We will incur increased costs and demands on management as a result of being a public company, and if we fail to maintain effective internal controls over financial reporting and disclosure controls, we could harm our business and the trading price of our common stock. |
Risks Related to Doing Business in China
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| We face certain general risks related to doing business in China.
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Risks Related to Ownership of Our Common Stock
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| The market price of our common stock may be volatile and could decline significantly, and you may lose all or part of your investment. |
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| We may not be able to satisfy Nasdaq’s initial and continued listing requirements, and any failure to list or maintain our listing could reduce the liquidity and market price of our common stock. |
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| As we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our common stock for return on your investment. |
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| If securities or industry analysts do not publish research or reports about our business or if they issue unfavorable reports, our stock price and trading volume could decline.
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RISK FACTORS
Risks Related to Our Industry and the Broader Economy
Our industry is highly competitive, and as a small company with an unknown brand, we are at a disadvantage to our competitors.
Our industry is highly competitive in general. We are a small company with limited financial resources and an unknown brand with limited recognition. Our competitors, both established and future unknown competitors, have better brand recognition and, in most cases, substantially greater financial resources than we have. Our ability to compete successfully in our industry depends on many factors, both within and outside our control. These factors include the following:
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| our success in designing and developing new or enhanced products; |
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| our ability to address the changing needs and desires of retailers and consumers; |
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| the pricing, quality, performance, reliability, features, ease of installation and use, and diversity of our products; |
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| the quality of our customer service; |
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| product or technology introductions by our competitors; and |
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| the ability of our contract manufacturing partners to deliver products on time, on price, and with acceptable quality. |
If we cannot effectively compete on a continual basis or unforeseen competitive pressures arise, such inability to compete could have a material adverse effect on our business, results of operations, and overall financial condition.
Risks Related to Our Business
Our use of AI technologies may adversely impact our business, reputation, financial condition and results of operations.
We incorporate any may continue to incorporate artificial intelligence, machine learning, data science, and similar technologies (collectively, “AI”) in connection with our business operations and intend to increase this use over time. Our use of AI technologies carries certain risks, including regarding the accuracy and quality of AI outputs, which may or may be perceived to be inaccurate, incomplete, biased, misleading, discriminatory or otherwise inappropriate for our needs, which could adversely affect our business and reputation. Our use of AI, may also create legal and financial exposure, including for claims and liabilities associated with AI outputs that may be alleged to infringe the intellectual property rights of third parties.
Furthermore, our use or any use by our contractors, consultants, vendors, or service providers, of third-party AI providers to process our confidential or other sensitive information could put the confidentiality of such information at risk, including if any such third-party AI provider breaches its contractual obligations to us, suffers cyber-attacks or intentionally or inadvertently discloses, or misuses our confidential or sensitive information or otherwise incorporates the same into publicly available training sets. In such an instance, it is possible that our confidential or other sensitive information could become available to third parties, including our competitors. We or our employees may use AI technologies, inadvertently or otherwise, in a manner that puts our confidential information or intellectual property rights at risk. Any of the foregoing risks may result in diversion of management’s attention and resources, and may harm our business, reputation, results of operations, financial condition and prospects.
Further, any product created by us using AI technologies may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, any one of which may, among other things, require us to limit the ways in which we use AI technologies. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI technologies we employ, or if we experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk,
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including with respect to third-party intellectual property, privacy, data protection and cybersecurity, publicity, contractual or other rights. Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively.
Additionally, changes in AI technology could require us to make significant ongoing investments to maintain and upgrade our technological capabilities. We may not successfully implement these developments in a timely or cost-effective manner, or at all, and the AI technologies in which we invest may be less effective than expected, or become unavailable to us on favorable terms, or at all. We may also be impacted by risks related to evolving laws, regulations and standards regarding the development and use of AI technologies. Changes in laws, regulations or industry standards governing AI use could lead to increased costs and compliance requirement or restrict our ability to use certain AI technologies in our operations altogether.
As the use of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive, and regulatory issues, among others. We expect that our incorporation of AI in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our products and features to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing.
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Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability.
We may not be able to achieve the anticipated benefits of the AI initiatives, including expected costs savings. The use of AI also involves various operational, legal and competitive risks and challenges that could adversely affect our business, including cybersecurity vulnerabilities and evolving regulatory requirements across jurisdictions. The complex and evolving regulatory landscape surrounding AI technologies, including in respect of violations of intellectual property rights and data privacy concerns, creates compliance challenges and potential liability. The development and deployment of AI systems involve inherent technical complexities and uncertainties, and our AI systems may encounter unexpected technical difficulties, limitations or errors, including inaccuracies in data processing or flawed algorithms. Our competitors or other third parties may incorporate AI into their product development, product offerings, technology, and infrastructure operations and products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations.
Our products may not achieve market acceptance, which would significantly reduce our chances of success.
Our ability to grow depends on whether the market accepts our current and future products and services, and we cannot assure you that any of our offerings will achieve or maintain commercial success. Market demand for emerging technologies is uncertain, customer preferences may change, competing solutions may develop, and unforeseen events may reduce interest in our products. If our products fail to gain broad market acceptance, it could force us to reduce our spending on research and development, advertising, and other essential company functions needed to improve and expand our product and service offerings. We cannot guarantee consumer demand or interest in our current or future products and services. A lack of market acceptance could have a material adverse effect on our business, results of operations, and overall financial condition.
If the market prefers to buy our competitors’ products and services, SecureTech may fail.
While we believe our products will achieve commercial success, there is no assurance that customers will accept or purchase them. If the market chooses our competitors' products instead, becoming profitable could be challenging, if not impossible. Such a situation would significantly damage our business, potentially causing it to fail and leading to a total loss of investment.
Consumer trends, seasonal fluctuations, and general global economic conditions can lead to unpredictable operating results.
Our operating results may fluctuate significantly from period to period due to various factors, including customer purchasing patterns, competitive pricing, and general economic conditions. There is no assurance that we will be successful in marketing our products or that revenue from product sales will be significant. As a result, our revenues may vary significantly by quarter, and our operating results may experience substantial fluctuations, making it difficult to value our business and could lead to extreme volatility in our future share price. These factors could lead to adverse effects on our business and result in a total loss of investment.
We may be unable to successfully manage our inventory to match consumer demand.
Our inventory purchases are based, in part, on our sales forecasts. If these forecasts overestimate consumer demand, we may experience higher inventory levels, necessitating the sale of products at lower-than-anticipated prices, which would reduce our profit margins. Conversely, if our sales forecasts underestimate consumer demand, we may have insufficient inventory to meet demand, leading to lost sales. Both scenarios could materially and adversely affect our financial performance.
We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation, and disrupt our business.
The manufacturing, packaging, marketing, and processing of our products involve inherent risks of not meeting applicable quality standards and requirements. In such an event, we may voluntarily implement a recall or market withdrawal, or be required to do so by a regulatory authority. A recall or market withdrawal would be costly, diverting management resources. Additionally, a recall or withdrawal of one of our products, or a similar product processed by another entity, could impair sales due to confusion about the recall's scope or damage to our reputation for quality and safety. If this situation arises, it could significantly and negatively impact our financial performance.
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We may be unable to protect our proprietary rights and intellectual property.
Our future success partially relies on our proprietary technology, technical know-how, and other intellectual property. We use intellectual property laws, confidentiality procedures, and contractual provisions, such as nondisclosure terms, to safeguard our intellectual property. However, others may independently develop similar technology, duplicate our products, or design around our intellectual property rights. Unauthorized parties may also attempt to copy aspects of our products and technologies or obtain and use information that we consider proprietary. Any of these events could significantly harm our business, financial condition, and operating results.
The majority of our patents and software copyrights are issued in China. Implementation of Chinese intellectual property-related laws has historically been ineffective, primarily due to ambiguities in Chinese laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as those in the United States or other developed countries. Furthermore, indemnifying unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend our patents. Such litigations and its results could cause substantial costs and diversion of resources and management attention, which could harm our business and growth.
Additionally, we rely on technologies acquired from others and may depend on third parties for further required technologies. We might purchase a product's logic component or other technological devices from outside sources, which may involve annual fees for updates, upgrades, and technical support. In the future, we may need to obtain licenses or other rights related to one or more of our products or technologies. These licenses or rights may not be available on commercially reasonable terms, or at all. Inability to obtain specific licenses or rights or the need to engage in litigation regarding these matters could materially and adversely affect our business, financial condition, and operating results. Moreover, using intellectual property licensed from third parties may limit our ability to protect our products' proprietary rights.
While no current lawsuits are filed against SecureTech, there is a possibility that claims may arise in the future.
Currently, we do not have a general liability insurance policy. While we intend to seek such coverage during the current fiscal year, we cannot guarantee that we will be able to obtain it or, if offered, afford the annual premiums. Additionally, even with general liability coverage, there is no assurance that it would fully protect us from legal claims arising from future lawsuits. Such legal actions could have a material adverse effect on our results of operations and financial condition, potentially leading to a forced closure of the business and resulting in a total loss of investment.
Our business's success depends heavily on key personnel, particularly J. Scott Sitra, and his business experience, understanding of the industries we compete in, and general global business operations. SecureTech would likely fail if we were to lose his services.
Our business's success heavily relies on the abilities and experience of our principal executive officer, J. Scott Sitra. The loss of Mr. Sitra would have a significant and immediate impact on our business, results of operations, and overall financial condition. Furthermore, the loss of Mr. Sitra would force us to seek a replacement or replacements who may have less general business experience and, in particular, less experience in our industry, fewer industry contacts, and less understanding of our overall business plan and strategies. We cannot guarantee that we will be able to find a suitable replacement if Mr. Sitra departs, which could force us to curtail or cease operations, leading to a total loss of investment.
Mr. Sitra is not currently covered by an employment agreement, nor is he subject to a non-compete agreement that would survive his employment termination. Mr. Sitra can terminate his relationship with us at any time without cause. Additionally, we do not carry “key person” insurance on any employee, including Mr. Sitra. His departure would likely have a severe and negative impact on our overall business and could cause us to cease operations, resulting in a total loss of investment.
Besides our dependency on Mr. Sitra’s continued services, our future success will also depend on our ability to attract and retain additional key personnel. We face intense competition for such qualified individuals from well-established and better-financed competitors. We may not be able to attract talented new employees or retain existing employees, which may have a material adverse effect on our results of operations and financial condition, potentially leading to a total loss of investment.
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Our officers and directors currently control an aggregate of approximately 85.5% of our eligible votes in all voting matters. Accordingly, our officers and directors can effectively determine and control all corporate decisions, even if such decisions may not be in the best interest of minority shareholders.
As of March 24, 2026, our officers and directors currently control an aggregate of 183,262,210 votes in all voting matters, or approximately 85.5% of all eligible votes. Accordingly, our officers and directors can effectively determine the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets without needing minority shareholder approval. The interests of our directors may differ from those of other shareholders, which could lead to corporate decisions that disadvantage minority shareholders. This concentration of voting power could negatively impact the company's operations, financial condition, and value, potentially resulting in a total loss of investment.
Our officers and directors have other significant outside business interests and will be able to devote only a portion of their professional time to SecureTech’s operations. As such, our business could fail if any of them are unable or unwilling to devote a sufficient amount of time to our business.
The responsibility of developing our core businesses, negotiating and closing strategic business acquisitions, securing necessary financing, and fulfilling public company reporting requirements falls upon our officers and directors. As of the date of this annual report, our officers and directors devote the following amount of their overall business time to our operations:
Officer/Director |
| Percentage of Overall Business Time |
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J. Scott Sitra |
| 80% |
Anthony Vang |
| 50% |
Kao Lee |
| 80% |
It is essential to consider that none of our officers or directors are currently under employment agreements with any of their business interests, including SecureTech. If they were to enter into such agreements with outside business interests, they could be forced to resign from our business or devote even less time to SecureTech.
If any of our officers or directors are unable to fulfill their duties or decide to spend more time on competing business interests, we may experience a shortfall or complete lack of revenue, resulting in little or no profits and the eventual closure of our business, which could lead to a partial or total loss of investment.
We depend on third-party contract manufacturers who may not have adequate capacity to fulfill our needs or meet our quality and delivery objectives and timetables.
We do not own our production lines or manufacturing facilities. Instead, we manufacture our products through third-party contract manufacturers.
Our reliance on these third-party contract manufacturers involves significant risks, including reduced control over quality and logistics management, potential lack of adequate capacity, and the discontinuance of the contractors' assembly processes. Potential financial instability at our contract manufacturers could force us to find new suppliers, increasing our costs and delaying our product and installation deliveries. Our contract manufacturers could also choose to discontinue building our products for various reasons, with or without cause. Consequently, we may experience delays in the timeliness, quality, and adequacy of product and installation deliveries. Any of these issues could have a material adverse effect on our business, results of operations, and overall financial condition.
We incur significant additional expenses and management’s time relating to SEC reporting and compliance requirements.
Our officers and directors are responsible for managing us, including complying with our SEC reporting obligations, maintaining disclosure controls and procedures, and preserving internal control over financial reporting. These public reporting requirements and controls are constantly changing and sometimes require us to obtain outside assistance from legal, accounting,
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or other compliance professionals, which could substantially increase our costs of remaining compliant. Should we fail to comply with these reporting requirements and internal controls and procedures, we may be subject to securities law violations.
Any potential future violation could result in additional compliance costs or costs associated with SEC judgments or fines, either of which would increase our costs, negatively affect our potential profitability, and impact our ability to conduct business.
We have agreed to fully indemnify our officers and directors against lawsuits.
We are a Wyoming corporation. Wyoming law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Wyoming law also authorizes Wyoming corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by Wyoming law.
We currently do not maintain any insurance coverage. In the event that we are found liable for damages or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. While we intend to acquire liability insurance immediately upon resources becoming available, there is no guarantee that we can secure such coverage or that any insurance coverage, if ever secured, would protect us from any damages or loss claims filed against us. This lack of insurance coverage could lead to significant financial strain and potentially result in the closure of our business.
Risks Related to Our Financial Condition
We lack an operating history and are incurring ongoing losses that we expect to continue into the future. There is no assurance that our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail.
We were incorporated on March 2, 2017, and have incurred ($1,601,791) in losses through December 31, 2025. We have not achieved profitability and expect to continue incurring net losses in future fiscal periods. We anticipate significant operating expenses, and as a result, we will need to generate substantial revenues to achieve profitability, which may never occur. Even if we achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis. This could lead to the failure and closure of our business.
Operating as a public company requires significant additional expenses and management time, reducing funds available to implement our business plan and potentially adversely affecting our results of operations, cash flow, and overall financial condition.
Operating as a public company is considerably more expensive than operating as a private company, including the need for additional funds to obtain outside assistance from legal, accounting, investor relations, and other professionals, which could be costlier than anticipated. We may also need to hire additional staff to comply with ongoing SEC reporting requirements. We estimate that maintaining our SEC reporting status will cost approximately $250,000 for the fiscal period ending December 31, 2026. As our business grows and develops, our financial statements and regulatory filings will become more complex. This increased complexity will likely raise our overall compliance expenses—potentially substantially—which could have an unexpected material adverse effect on our business, results of operations, and overall financial condition.
There is substantial uncertainty as to whether we will continue operations. If we discontinue operations, you could lose your entire investment.
Our independent registered public accounting firm has expressed their uncertainty about our business operations in their audit report dated audit report dated March 24, 2026, which is part of the financial statements included in this annual report. This indicates that there is substantial doubt about our ability to continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from this uncertainty. Consequently, we may have to cease operations, which could result in a total loss of your investment.
We will need additional capital in the future, but there is no assurance that funds will be available on acceptable terms, or at all.
We must raise additional funds to achieve growth and fund our business initiatives. This financing may not be available in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders if raised through additional equity
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offerings. Additionally, any securities issued to raise funds may have rights, preferences, or privileges senior to those of existing stockholders. If adequate funds are not available, or are not available on acceptable terms, our ability to expand, develop or enhance services or products, or respond to competitive pressures may be materially limited. This could have a negative impact on our business, financial condition, and overall shareholder value.
Risks Related to Our Business Strategy
We intend to acquire other companies and technologies. Any acquisition we make could fail to result in a commercial product or sales, divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our business.
We plan to acquire and invest in businesses and technologies that we believe could complement or expand our portfolio, enhance our technical capabilities, and offer new growth opportunities. However, we may not be able to successfully complete any acquisition we choose to pursue. Further, we may not be able to integrate any acquired business, product, or technology in a cost-effective and non-disruptive manner. Our pursuit of acquisitions may require significant attention from management and cause us to incur unforeseen costs and expenses in identifying, investigating, and pursuing suitable acquisitions, whether they are consummated or not.
We may not be able to identify desirable acquisition targets, enter into agreements with them, or obtain the expected benefits from any acquisition or investment. Similarly, we may not be able to identify and acquire new technologies in a timely manner, or at all. Acquisitions could also result in the issuance of dilutive equity securities, the use of our available cash, or the incurrence of debt, harming our operating results. If an acquired business fails to meet our expectations, our business, financial condition, and results of operations may be negatively affected.
Our operating results will be harmed if we cannot effectively manage and sustain our future growth or effectively scale our operations.
We may be unable to manage our growth and future growth efficiently or profitably. Our revenue, operating margins, or growth may be less than expected. If we cannot scale our operations efficiently or maintain pricing without significant discounting, we may fail to achieve expected operating margins, which would have a material and adverse effect on our operating results. Growth may also stress our ability to adequately manage operations, quality of products, safety, and regulatory compliance. If growth significantly decreases, it will negatively impact our cash reserves, possibly necessitating additional financing, which could increase indebtedness or result in dilution to shareholders. Furthermore, we may not be able to obtain additional financing on acceptable terms, if at all. This could lead to a material adverse effect on our business, financial condition, and overall shareholder value.
Risks Related to Planned Data Centers and Blockchain Operations
Future cryptocurrency and other digital asset holdings, including those held by unrelated third parties, may be exposed to cybersecurity threats and hacking.
Malicious actors may seek to exploit vulnerabilities within our future data center networks and programming codes. These actors might attack the network source code, server systems, cryptocurrency miners, third-party platforms, cold and hot storage locations, or software. Flaws in or exploitations of corporate networks or programming source code that allow malicious actors to take or create money occur somewhat regularly. For example, hackers have been able to gain unauthorized access to third-party digital wallets and cryptocurrency exchanges, risking the loss or theft of some or all of our future cryptocurrency and digital asset holdings.
Our future networks may further be vulnerable to intrusions by hackers who could interfere with and introduce defects into our data center network operations. Private keys that enable holders to transfer funds may become lost, stolen, destroyed, or otherwise compromised, resulting in irreversible losses of cryptocurrencies and other digital assets. Such impacts on our private keys could have a material adverse effect on our business, prospects, operations, and the value of any cryptocurrencies or digital assets we might own or hold on behalf of unrelated third parties.
In the event of theft or a cybersecurity attack on our future networks, any losses from hackers to third-party accounts operating on our future networks could result in litigation against SecureTech. If our future insurance coverage is insufficient to satisfy
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such losses, it could have a material adverse effect on our business and ability to attract clients to our future data center operations. Ultimately, this could lead to a partial or complete loss of investment.
The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.
The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies as a means of payment has not occurred, and may never occur. The growth of this industry in general, and the use of Bitcoin, in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors include, but are not limited to:
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| continued worldwide growth in the adoption and use of cryptocurrencies as a medium to exchange; |
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| governmental and quasi-governmental regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems; |
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| changes in consumer demographics and public tastes and preferences; |
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| the maintenance and development of the open-source software protocol of the network; |
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| the increased consolidation of contributors to the cryptocurrency blockchain through mining pools; |
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| the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; |
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| the use of the networks supporting cryptocurrencies for developing smart contracts and distributed applications; |
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| general economic conditions and the regulatory environment relating to cryptocurrencies; and |
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| negative consumer sentiment and perception of Bitcoin specifically and cryptocurrencies generally. |
The outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effect on the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account, which would harm investors in our securities.
Risk related to technological obsolescence and difficulty in obtaining advanced hardware.
To remain competitive, SecureTech must continue to monitor the state of available technology for its future data centers and invest in the necessary hardware and equipment. SecureTech’s hardware and software may become obsolete, requiring substantial capital to replace. There can be no assurance that such data center and networking hardware will be readily available when needed.
Moreover, there can be no assurance that new and unforeseeable technology, either hardware-based or software-based, will not disrupt existing commercially available technology platforms. For example, the arrival of quantum computers, capable of solving certain types of mathematical problems fundamental to cybersecurity and blockchain security more quickly and efficiently than traditional computers, may have a significant and negative effect on cybersecurity protection efforts and data centers in general. This could render our technology platforms, both hardware-based and software-based, obsolete and outdated, having a material adverse effect on our business and ability to attract clients to our future data center operations
Our future data centers will be subject to various property and other insurance risks.
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SecureTech’s future data center operations and computing equipment will be subject to all the hazards and risks normally encountered by computing equipment, blockchain, and digital asset storage companies. These hazards include the loss of computing and technology platforms due to natural disasters such as floods, fires, inclement weather, mudslides, earthquakes, or other events beyond SecureTech’s or its suppliers' control. Such events could result in damage to or destruction of computing and technology platforms, damage to life or property, environmental damage, and possible legal liability for which SecureTech may not be insured or may be underinsured.
Additionally, any general hardware or software failure, including the ability to effectively manage and keep our data centers online and operational, could materially adversely affect SecureTech’s overall business, results of operations, and financial condition. Serious malfunctions in servers or central processing units, or their collapse, pose a risk as well. While malfunctions may occur on a specific server or part of it for short periods, such crashes or failures could potentially cause the collapse of the entire data center, resulting in significant economic damage to SecureTech and its data center operations.
Although SecureTech intends to maintain insurance against risks in the operation of its future data center operations in amounts it believes to be reasonable, such insurance will contain exclusions and limitations on coverage. If we incur material losses, our business, operating results, and financial condition could be adversely affected, and we may not have recourse against an insurer. Even if SecureTech maintains insurance, there is no guarantee that the coverage will be sufficient or that insurance proceeds will be paid to us.
The financial performance of our future data centers may be impacted by price fluctuations in the power market and other market factors beyond SecureTech’s control.
SecureTech’s future data center revenues, cost of doing business, results of operations, and operating cash flows may be impacted by price fluctuations in the power market and other factors beyond SecureTech’s control. Market prices for power, capacity, and other ancillary services are unpredictable and tend to fluctuate substantially. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be produced concurrently with its use. As a result, power prices are subject to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets. Long- and short-term power prices may also fluctuate substantially due to other factors outside of SecureTech’s control, including:
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| Changes in generation capacity in SecureTech’s markets, particularly with preferred sources such as clean hydroelectric electricity, including new supplies of power from new sources, expansion of existing sources, continued operation of uneconomic sources due to state subsidies, or additional transmission capacity; |
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| Environmental regulations and legislation; |
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| Supply disruptions, including source outages and transmission disruptions; |
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| Changes in power transmission infrastructure; |
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| Weather conditions, including extreme weather conditions and seasonal fluctuations, which can significantly reduce or limit the amount of hydroelectric energy that can be produced in an area; |
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| Changes in the demand for power or patterns of power usage, including the potential development of demand-side management tools and practices, distributed generation, and more efficient end-use technologies; |
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| Development of new sources, new technologies, and new forms of competition for the production of power; |
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| Changes in economic and political conditions; |
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| Supply and demand for energy commodities; |
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| Supply chain disruption of electrical components needed to transmit electricity; |
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| Changes in capacity prices and capacity markets. |
These factors and the associated fluctuations in power and prices could affect wholesale power generation and, ultimately, the cost of electricity SecureTech must pay to operate its future data centers. Changes, especially sharp and unexpected increases, in the price of electricity SecureTech must pay at its future data centers could make our future data center operations unprofitable, which would have a material adverse effect on SecureTech’s overall business, results of operations, and financial condition.
Hazards associated with high-voltage electricity transmission and industrial operations may result in the suspension of our operations or the imposition of civil or criminal penalties.
SecureTech’s future data center operations will be subject to the typical hazards associated with high-voltage electricity transmission and the supply of utilities to company facilities at an industrial scale. These hazards include explosions, fires, inclement weather, natural disasters, flooding, mechanical failure, unscheduled downtime, equipment interruptions, remediation, chemical spills, and discharges or releases of toxic or hazardous substances or gases, among other environmental risks. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment, and environmental damage. They may also result in the suspension of operations and the imposition of civil or criminal penalties, any of which could have a material adverse effect on SecureTech’s overall business, results of operations, and financial condition. Ultimately, we may have to discontinue all such operations, which could result in a partial or complete loss of your investment.
Risks Related to Market for Our Common Stock
Investing in SecureTech is a risky investment and could result in the loss of your entire investment.
Purchasing shares in SecureTech is speculative in nature and involves significant risks. Our shares should not be purchased by anyone who cannot afford to lose their entire investment. SecureTech’s business plan and objectives are speculative, and we may not achieve them successfully. Shareholders in SecureTech may be unable to realize a substantial return on their investment or any return whatsoever, potentially losing their entire investment. Therefore, each prospective investor should read this annual report and all of its exhibits carefully and consult with their attorney, business advisor, and/or investment advisor.
An active trading market for shares of our common stock has yet to develop and may never develop. In the event a market does develop in the future, such future market prices for our shares may be volatile.
Our common stock currently trades on the OTCQB® Venture Market, which generally provides less liquidity and visibility than a national securities exchange. We are presently working with our investment banker, Craft Capital Management, to submit an application to list our common stock (or a new class of our common stock) on Nasdaq in connection with a planned underwritten offering of our common stock, but there can be no assurance that our listing application will be approved or that our common stock will continue to meet Nasdaq’s listing standards after any such listing.
The market price of our common stock may be highly volatile and subject to wide fluctuations, including declines that may occur immediately after our common stock begins trading on Nasdaq, regardless of our operating performance. In addition, the trading market for our common stock may be limited, and our public float is expected to be relatively small, which can increase volatility and the risk of rapid and substantial price movements in response to relatively small trades or changes in sentiment. Thin trading volumes can also make it easier for market participants to engage in short-term trading strategies that may increase volatility in the market price of our common stock.
The market price of our common stock may decline significantly, and you may not be able to resell your shares at or above the price you paid, or at all. The market price of our common stock may fluctuate in response to many factors, some of which are beyond our control, including: variations in our operating results or credit-performance metrics; changes in expectations regarding our growth, profitability or capital needs; announcements by us or our competitors; changes in securities analysts’ estimates or the absence of analyst coverage; changes in laws or regulations affecting our business or our industry; actual or anticipated sales of a large number of shares, including by our officers, directors or other large stockholders; the impact of our dual-class structure, closely held ownership and controlled-company status; and general market, economic or geopolitical conditions.
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We do not intend to pay any dividends on our common stock, so there are limited ways to profit from an investment in SecureTech Innovations, Inc.
We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. If we seek additional funding in the future, our future funding sources may likely prohibit us from paying any dividends. Because we do not intend to declare dividends, any gain on an investment in our shares of common stock will need to come through the appreciation of our common stock’s share price. We cannot guarantee that our common stock will ever appreciate in value, and even if it does, there is no assurance that you will be able to sell your shares at all, much less for a profit.
We have certain anti-takeover provisions and may issue additional securities, including common and preferred shares, without shareholder consent. This may make it difficult, if not impossible, to replace or remove our current management and could also result in significant dilution to existing investments in our common stock.
Our Articles of Incorporation, as amended, authorize the issuance of up to 500 million shares of common stock and up to 50 million shares of blank check preferred stock with such rights and preferences as may be determined by our Board of Directors.
Our Board of Directors may, without requiring shareholder approval, issue shares of preferred stock with dividends, liquidation, conversion, voting, or other rights that could supersede or adversely affect the voting power or other rights of the holders of our common stock. The ability of our Board of Directors to issue shares of common stock and/or preferred stock may prevent any shareholder attempt to replace or remove current management and could make it extremely difficult for a third party to acquire us, even if doing so would benefit our stockholders. Additionally, the issuance of additional common stock or preferred stock in the future may significantly reduce your proportionate ownership and voting power.
Sales of our common stock under Rule 144 could reduce our stock price.
From time to time, certain of our stockholders may be eligible to sell some or all of their shares of our common stock through ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement (which disappears after one year). Affiliates may sell after six months subject to Rule 144 volume, manner of sale, current public information, and notice requirements.
As of March 24, 2026, we had 17,077,368 shares of our common stock issued and outstanding. Of these shares currently issued and outstanding:
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| 11,531,226 are freely tradable without restrictions (commonly referred to as the “public float”); |
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| 3,462,210 held by affiliates and are subject to the restrictions and sale limitations imposed by Rule 144; and |
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| 2,083,932 held by non-affiliates and are subject to the restrictions and sale limitations imposed by Rule 144. |
The eventual availability for sale of substantial amounts of our common stock under Rule 144 could adversely affect the then-prevailing market prices for our securities and cause you to lose most, if not all, of your investment in our business.
Risks Related to Our Capital Structure and Public Company Status
We expect that we will need to raise additional capital in the future, which may not be available on favorable terms, may be available only on terms that are dilutive to existing stockholders and could depress the market price of our common stock.
We expect that we will need to raise additional capital in the future to support the growth of our business, including to fund business advances, absorb credit losses, invest in technology and operations, and meet regulatory and public-company requirements. We may seek such capital through a combination of equity, equity-linked and debt financings, including additional public offerings of common stock or other securities, private placements, at-the-market (“ATM”) programs, credit facilities, or other instruments.
Additional capital may not be available on terms acceptable to us, or at all. If we raise capital through the issuance of equity or equity-linked securities, your ownership interest in our company will be diluted, and the issuance or potential issuance of such
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securities could depress the market price of our common stock. If we raise capital through debt financing, we may be subject to restrictive covenant sand other terms that could limit our operational and financial flexibility and increase our interest expense. If we are unable to obtain additional capital when needed, on acceptable terms and in the amounts required, we may be forced to reduce or delay originations, scale back our growth plans, curtail investments in technology and personnel or otherwise modify our business strategy, any of which could adversely affect our business, financial condition and results of operations.
Our capital structure and status as a closely held, “controlled company” will concentrate control with our Executive Officers and may limit your ability to influence corporate matters and result in corporate governance that differs from that of other public companies.
As of March 24, 2026, J. Scott Sitra, our Chief Executive Officer, Anthony Vang, our Treasurer and Secretary, and Kao Lee, our general manager beneficially own 79.2% of the aggregate voting power of our outstanding capital stock.
As a result, we will be a “controlled company” under the corporate-governance standards of The Nasdaq Stock Market LLC(“Nasdaq”) for so long as more than 50% of the voting power of our outstanding capital stock is held by Messrs. Sitra, Vang and Lee, we will effectively be a closely held corporation with a single stockholder (together with his affiliates) exercising substantial control over our affairs. Under Nasdaq rules applicable to controlled companies, we are permitted to rely on certain exemptions from Nasdaq’s corporate-governance requirements, including exemptions from the requirements that a majority of our board of directors be independent and that our compensation and nominating and corporate-governance committees be composed entirely of independent directors. Although we do not currently intend to rely on these exemptions, we could elect to do so in the future. If we rely on one or more of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate-governance requirements.
Even if we do not rely on the controlled-company exemptions, our dual-class structure and the concentration of voting power with Messrs. Sitra, Vang and Lee will allow them to exert significant influence over all matters submitted to a vote of our stockholders, including the election and removal of directors, amendments to our organizational documents, mergers, asset sales and other significant corporate transactions. Messrs. Sitra, Vang and Lee’s interests may conflict with, and may not always be aligned with, those of our other stockholders. For example, they may be more focused on long-term strategic objectives, liquidity for his own holdings, tax or estate-planning considerations or other factors than maximizing short-term stock price performance.
This concentrated control could discourage, delay, or prevent a change of control that stockholders may consider favorable, limit your ability to influence our corporate policies and adversely affect the market price and liquidity of our common stock. Investors who do not agree with the decisions of our controlling stockholders will be limited in their ability to change our management or strategy.
Our status as a “smaller reporting company” allows us to avail ourselves of reduced disclosure and governance requirements, which may make our stock less attractive to investors.
We are a “smaller reporting company” under SEC rules. As a smaller reporting company, we may take advantage of exemptions from various reporting and governance requirements applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and, in certain circumstances, exemptions from advisory votes on executive compensation and “golden parachute” payments. We have also elected to use the extended transition period for new or revised financial accounting standards applicable to smaller reporting companies, which means our financial statements may not be comparable to those of companies that adopt such standards on the effective applicable dates.
In addition, securities class-action litigation could be brought against us in the event of a decline in the market price of our common stock. Any such litigation could result in substantial costs and divert management’s attention and resources, which could adversely affect our business, financial condition and results of operations.
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We will incur increased costs and demands on management as a result of being a public company, and if we fail to maintain effective internal controls over financial reporting and disclosure controls, we could harm our business and the trading price of our common stock.
As a public company, particularly if we are successful in listing our common stock on Nasdaq, we will incur significant legal, accounting, insurance and other expenses that we did not incur as a private or OTC-traded company. These obligations include preparing and filing periodic and current reports with the SEC, complying with applicable listing-exchange rules, implementing and maintaining internal controls over financial reporting and disclosure controls and procedures, and satisfying other corporate-governance and compliance requirements.
Our management team is relatively small and has limited experience managing a public company. We may face challenges in designing, implementing and maintaining effective internal controls and procedures within the time periods required by law. If we identify material weaknesses or significant deficiencies in our internal control over financial reporting, and if we are unable to remediate them in a timely manner, we could be unable to report our financial results accurately, on a timely basis or in compliance with SEC rules, and we could face restatements, regulatory investigations, sanctions, investor lawsuits, loss of investor confidence and declines in the trading price of our common stock.
Risks Related to Doing Business in China
We face certain general risks related to doing business in China.
We are a company incorporated under the laws of the State of Wyoming and to date, AI UltraProd, Inc., our wholly owned subsidiary that is also incorporated in Wyoming, has served as our primary operating business and generated all of our consolidated revenues. However, to support our strategic growth, we have established several wholly owned subsidiaries in the People’s Republic of China (the “PRC”).
The Company does not use any variable interest entity (“VIE”) structure or rely on any contractual arrangements to control its PRC operations or to provide investors with exposure to the economic benefits of its PRC subsidiaries. All of the Company’s interests in its PRC operations are held through direct equity ownership, and the risks associated with VIE structures that are common among certain other U.S.-listed companies with China-based operations do not apply to the Company.
There are certain risks and uncertainties related to doing business in China that include, but are not limited to, the following:
·We face risks related to health epidemics such as the COVID-19 coronavirus outbreak originated in Wuhan city at the end of 2019, and other outbreaks, which could disrupt our operations and adversely affect our business, financial condition and results of operations.
·Under the PRC Enterprise Income Tax Law (discussed in more detail below), we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.
·There are significant uncertainties under the Enterprise Income Tax Law relating to the withholding tax liabilities of any of subsidiaries organized in the PRC (the “PRC subsidiaries”), and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify for certain treaty benefits.
·The failure to comply with PRC regulations relating to mergers and acquisitions of domestic entities by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure.
·We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of technology-related businesses and companies, and any lack of requisite approvals, licenses or permits applicable to our business may have a material adverse effect on our business and results of operations.
Change in China’s economic, political or social conditions, laws, regulations or governmental policies could have a material adverse effect on our business, financial conditions and results of operations.
We conduct a significant portion of our operations in China through our PRC subsidiaries, Zhejiang Jizhu Technology Co., Ltd. and Jizhu Technology (Huzhou) Co., Ltd., which are engaged in the design, assembly, and commercialization of our
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industrial 3D-printing robotics systems and related products and services. The Company’s headquarters and principal executive offices are located in Roseville, Minnesota, and strategic management, executive decision-making, contracting and pricing authority, and treasury and cash-management functions are exercised from the United States. Nevertheless, because a substantial portion of our operating activities are conducted through our PRC subsidiaries, our results of operations, financial condition and prospects could be influenced by economic, political and legal developments in China. Economic reforms began in the late 1970s have resulted in significant economic growth. However, any economic reform policies or measures in China may from time to time be modified or revised. The economy of China differs from the economies of most developed counties in many respects, including with respect to the amount of government involvement, level of development, growth rate control of foreign exchange, and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government exercises significant control over China’s economic growth through allocation resources and providing preferential treatment to particular industries or companies. The Chinese government also has significant authority to exert influence on the ability of a China-based company, such as us, to conduct its business.
While the PRC economy has experienced significant growth in the past 30 years, growth has been uneven across different regions and among different economic sectors. The Chinese government has implemented measures to encourage economic growth and guide the allocation of the resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations.
Although the PRC economy has grown significantly in the past decade, that growth may not continue, as evidenced by the slowing of the growth of the PRC economy since 2012. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on a specific industry including our operating companies in China. Such developments could adversely affect our business and operating results, lead to reduction in demand for our services and adversely affect our competitive position.
The current tension in international trade, particularly with regard to U.S. and China trade policies, may adversely impact our business, financial condition, and results of operations.
Although cross-border business may not be an area of our focus, if we plan to expand our business internationally in the future, any unfavorable government policies on international trade, such as capital controls or tariffs, may affect the demand for our services, impact our competitive position, or prevent us from being able to conduct business in certain countries. If any new tariffs, legislation, or regulations are implemented, or if existing trade agreements are renegotiated, such changes could adversely affect our business, financial condition, and results of operations. Recently, there have been heightened tensions in international economic relations, such as the one between the United States and China, but also as a result of the war in Ukraine and sanctions on Russia. The U.S. government has recently imposed, and has recently proposed to impose additional, new, or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices. China has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States. Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic and Trade Agreement Between the United States of America and the People’s Republic of China as a phase one trade deal, effective on February 14, 2020.
Although the direct impact of the current international trade tension, and any escalation of such tension, on the industries in which we operate is uncertain, the negative impact on general, economic, political and social conditions may have the effect of restricting our ability to transact or otherwise do business with entities within or outside of China and may cause investors to lose confidence in Chinese companies and counterparties, including us. If we were unable to conduct our business as it is currently conducted as a result of such regulatory changes, our business, financial condition and results of operations.
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Uncertainties with respect to the PRC legal system, including uncertainties regarding the interpretation and enforcement of laws, and sudden or unexpected changes of PRC laws and regulations with little advance notice could adversely affect us and limit the legal protections available to you and us, and the Chinese government may exert more oversight and control over offerings that are conducted overseas, which changes could materially hinder our ability to offer or continue to offer our securities, and cause the value of our securities to significantly decline or become worthless.
Certain of our operating subsidiaries are incorporated under and governed by the laws of the PRC. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.
In 1979, the Chinese government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. As a significant part of our business is conducted in China, our operations are principally governed by PRC laws and regulations. However, since the PRC legal system continues to evolve rapidly, rules and regulations in China can change quickly with little advance notice. The interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws and regulations involve uncertainties, which may limit legal protections available to us. Uncertainties due to evolving laws and regulations could also impede the ability of a China-based company like us, to obtain or maintain permits or licenses required to conduct business in China. In the absence of required permits or licenses, governmental authorities could impose material sanctions or penalties on us. In addition, some regulatory requirements issued by certain Chinese government authorities may not be consistently applied by other Chinese government authorities (including local government authorities), thus making strict compliance with all regulatory requirements impractical, or in some circumstances impossible. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate or predict the outcome of administrative and court proceedings and the level of legal protection available to you and us than in more developed legal systems.
In addition, the PRC legal system is a law system based on written statutes. Unlike the common law system, prior court decisions in the PRC may be cited for reference but have limited precedential value.
Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, and any failure to respond to changes in the regulatory environment in China could materially and adversely affect our business and impede our ability to continue our operations.
On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023. According to the Trial Measures, among other requirements, any domestic companies that seek to offer or list securities overseas, including those indirect overseas offering and listing which meet certain conditions, should fulfil the filing procedures with the CSRC within three business days after the submission of the overseas offering and listing application. On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing. However, since the Trial Measures were newly promulgated, the interpretation, application and enforcement of Trial Measures remain unclear. However, as the Trial Measures were newly published, there are substantial uncertainties as to the implementation and interpretation, and how they will affect any future financing or other capital raising activities. If the filing procedure with the CSRC under the Trial Measures is required for any future offerings or any other capital raising activities, it is uncertain whether it would be possible for us to complete the filing, or how long it will take us to do so. Any failure by us to comply with such filing requirements under the Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or to continue to offer our securities. Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas could materially and adversely hinder our ability to offer or continue to offer our securities, and cause the value of our securities to significantly decline or become worthless.
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The Chinese government has substantial oversight and influence over the manner in which we must conduct our business and may intervene or influence our operations at any time, which actions could impact our operations materially and adversely, and significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
The Chinese government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations at any time as the government deems appropriate to further regulatory, political and societal goals. For instance, the Chinese government has recently published new policies that significantly affected certain industries such as the education and internet industries. The Chinese government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy through regulation and state ownership, which could materially and adversely impact the results of our operations and future prospects.
Our ability to operate in the PRC may be further harmed by changes in its laws and regulations. The central or local governments of the PRC may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC or particular regions thereof. We cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition, results of operations and the value of our common stock.
Our business is also subject to various government and regulatory interference. We could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, which could result in further material changes in our operations and adversely impact the value of our securities.
The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCA Act all call for additional and more stringent criteria to be applied to emerging market companies, including companies based in China, upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.
On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.
On May 20, 2020, the U.S. Senate passed the HFCA Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act. On December 18, 2020, the HFCA Act was signed into law. On March 28, 2021, the SEC issued interim measures implementing the HFCA Act which became effective on May 5, 2021. On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the HFCA Act, which went into effect on January 10, 2022. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “HFCA Act”). The bill, if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years. On December 29, 2022, the Accelerating HFCA Act was signed into law, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. Our auditor, Marcum Asia CPAs LLP (“Marcum Asia”), which is based in New York, is currently subject to inspection by the PCAOB on a regular basis. As a result, the time period before our shares of common stock may be prohibited from trading or delisted was reduced. Our Board of Directors engaged Marcum Asia to be our independent registered public accounting firm, to review our consolidated financial statements for the quarterly periods ended June 30, 2026 and ending September 30, 2026, and to audit our consolidated financial statements for the fiscal year ending December 31, 2026.
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The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the PRC Ministry of Finance, which was only the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong completely, consistent with U.S. Law. On December 15, 2022, the PCAOB determined that it was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and vacated its previous determinations to the contrary. On February 24, 2023, the CSRC, the Ministry of Finance, the State Secrecy Administration, and the State Archives Bureau jointly issued the Provisions on Strengthening Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises, or the Provisions, which aim to standardize confidentiality and archives administration in respect of direct or indirect overseas issuance of securities by domestic enterprises of the PRC and came into effect on March 31, 2023. The Provisions provide the following requirements: (a) working papers formed within the territory of China by the securities firms and securities service agencies that provide corresponding services for the overseas issuance and listing of domestic enterprises shall be stored within the territory of China. Those that need to transmit working papers outbound shall go through examination and approval formalities in accordance with the relevant provisions of the State, and (b) the relevant domestic enterprise, securities firms and securities service agencies shall obtain the consent of the CSRC or the relevant administrative authorities prior to cooperating in the inspection or investigation carried out by the overseas securities regulator or relevant administrative authorities or providing documents and materials for cooperating in the inspection or investigation. The Provisions further provide that, where the overseas securities regulator and the relevant competent authorities request to conduct inspection or investigation to collect evidence from a domestic enterprise and the domestic securities firms and securities service agencies providing corresponding services regarding the overseas offering and listing activities of the domestic enterprise, the inspection or investigation shall be carried out under the cross-border regulatory cooperation mechanism, and the CSRC or the relevant authorities shall provide the requisite assistance pursuant to the bilateral and multilateral cooperation mechanism. Given that the Statement of Protocol and the Provisions have just been issued and that official guidance and related implementation rules of the Provisions have not been issued and the Provisions may be subject to further clarifications during subsequent implementation, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB may consider the need to issue a new determination.
Our auditor, Marcum Asia CPAs LLP, the independent registered public accounting firm that will issue the audit report for our fiscal year ending December 31, 2026, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards. Our auditor is headquartered in New York, New York, and has been inspected by the PCAOB on a regular basis. Therefore, it is not subject to the determinations announced by the PCAOB on December 16, 2021, as it is not on the list published by the PCAOB. However, in the event the PRC authorities would further strengthen regulations over auditing work of Chinese companies listed on the U.S. stock exchanges, which would prohibit our current auditor to perform work in China, then we would need to change our auditor and the audit workpapers prepared by our new auditor may not be inspected by the PCAOB without the approval of the PRC authorities, in which case the PCAOB may not be able to fully evaluate the audit or the auditors’ quality control procedures. Furthermore, due to the recent developments in connection with the implementation of the HFCA Act, we cannot assure you whether the SEC, Nasdaq or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the Accelerating HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within two consecutive years, may result in our delisting in the future if the PCAOB is unable to inspect our accounting firm at such future time.
As of April 12, 2022, 23 China-based companies have been identified by SEC and were given 15 business days to submit opinion. The identification occurred after these companies have filed their annual reports to the SEC and subsequently, share prices of them plunged. As such, it is possible that we will be identified by SEC and the value of our shares of common stock may be materially adversely affected.
The approval, filing, or other procedures of the CSRC or other Chinese government authorities may be required in connection with our future offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.
Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “M&A Rules”), adopted by six PRC regulatory agencies on September 8, 2006 and amended on June 22, 2009, require that offshore special purpose vehicles
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that are controlled by PRC companies or individuals and that have been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals, to obtain the approval of CSRC prior to publicly listing their securities on an overseas stock exchange. Based on our understanding of the current PRC laws and regulations, as the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings such as this offering contemplated by us are subject to the M&A Rules, we do not expect that this offering will trigger MOFCOM pre-notification under the above-mentioned circumstances or any review by other PRC government authorities under the M&A Rules. However, the interpretation and application of the regulations remain unclear. If the CSRC approval under the M&A Rules is required, it is uncertain whether we can or how long it will take us to obtain the approval and, even if we obtain such CSRC approval in due course, the approval could be rescinded. Any failure to obtain or delay in obtaining the CSRC approval for any of our offshore offerings, or a rescission of such approval if obtained, would subject us to sanctions imposed by the CSRC or other PRC regulatory authorities, which could include fines and penalties on our operations in China, restrictions or limitations on our ability to pay dividends outside of China, and other forms of sanctions that may materially and adversely affect our business, financial condition, and results of operations.
On July 6, 2021, the relevant Chinese government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which became effective on March 31, 2023. According to the Trial Measures, among other requirements, (1) domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfil the filing procedures with the CSRC; if a domestic company fails to complete the filing procedure, such domestic company may be subject to administrative penalties; (2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as an indirect overseas offering and listing by a domestic company: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s audited combined financial statements for the same period; (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China; and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application, and subsequent securities offerings of a domestic company in the same overseas market where it has previously offered and listed securities shall be filed with the CSRC within three business days after the offering is completed.
On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their overseas offering and listing; and (2) a six-month transition period will be granted to domestic companies which, prior to the effective date of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed the indirect overseas listing; if domestic companies fail to complete the overseas listing within such six-month transition period, they shall file with the CSRC according to the requirements.
Even though we have currently evaluated the Company’s status under the Trial Measures and believe, based on our analysis, that it does not constitute a PRC domestic company conducting a direct or indirect overseas offering and listing, and accordingly that CSRC filing is not required in connection with the listing of its securities on a U.S. stock exchange, we will seek advice from PRC legal counsel to determine whether we will be required to file with the CSRC in accordance with the Trial Measures with respect to any future offerings and whether we must complete the filing before the completion of any future overseas offering. In accordance with the CSRC notification, we are required to report the offering and listing status to the CSRC within 15 business days from our completion of certain of our offerings. If we fail to complete such offering within 12 months from the issuance date of notification, and the offering is still under progress, we are required to update the filing materials with the CSRC. If the filing procedure with the CSRC under the Trial Measures is required for any future offerings or any other capital raising activities, we cannot assure you that we will be able to complete such filings in a timely manner, or even at all. Any failure by us to comply with such filing requirements under the Trial Measures may result in an order to rectify, warnings and fines against us and could materially hinder our ability to offer or to continue to offer our securities.
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On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect on March 31, 2023. Pursuant to the Archives Rules, domestic companies that seek for overseas offering and listing shall strictly abide by applicable laws and regulations of the PRC and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. The Archives Rules also stipulate that a domestic company that provides accounting archives or copies of accounting archives to any entities including securities companies, securities service providers and overseas regulators and individuals shall fulfill due procedures in compliance with applicable national regulations. As we do not plan to leak any state secret and working secret of government agencies, or harm national security or public interest in connection with provision of documents, materials and accounting archives, we believe we may not be required to obtain relevant approval or file with the secrecy administrative department in accordance with the Archives Rules with respect to the offering. However, as the Archives Rules was newly published, there are substantial uncertainties as to the implementation and interpretation, and if we are required to perform additional procedures in connection with the provision of accounting archives or other documents, we cannot assure you that we will be able to fulfill such procedures in a timely manner, or even at all. Any failure by us to comply with the Archives Rules may materially adversely affect our ability to offer securities to investors.
In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us. Any failure to obtain or delay in obtaining such approval or completing such filing procedures for our offshore offerings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions by the PRC regulatory authorities for failure to seek approval or filing or other government authorization for our offshore offerings. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our listed securities. The PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the shares offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. Any uncertainties or negative publicity regarding such requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our listed securities.
We may be subject to restrictions on the payment of dividends and the repatriation of capital from our PRC subsidiaries, which could limit our ability to receive funds from our China-based operations.
We are a Wyoming holding company with no material operations of our own. We conduct substantially all of our operating activities through our PRC subsidiaries, Zhejiang Jizhu Technology Co., Ltd. and Jizhu Technology (Huzhou) Co., Ltd. As a result, our ability to pay dividends to our stockholders and to fund any obligations we may have outside of China depends upon dividends and other distributions paid to us by our PRC subsidiaries.
Under PRC law, our PRC subsidiaries may pay dividends only out of their accumulated after-tax profits as determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year to fund a statutory reserve fund until such reserve fund reaches 50% of its registered capital. These statutory reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends or make other distributions to us.
The transfer of funds between our Company and our PRC subsidiaries is also subject to PRC regulations administered by the State Administration of Foreign Exchange ("SAFE"). Current PRC regulations permit our PRC subsidiaries to pay dividends in foreign currency to us without prior SAFE approval, provided that certain procedural requirements are satisfied, including
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registration with the local SAFE branch. However, the PRC government may at its discretion restrict access to foreign currencies for current account or capital account transactions in the future. If our PRC subsidiaries are unable to satisfy the applicable foreign exchange regulatory requirements or obtain necessary SAFE approvals for the conversion of RMB into foreign currencies, our ability to receive dividends and other distributions from our PRC subsidiaries and to fund our operations outside of China could be materially and adversely affected.
Furthermore, under the PRC Enterprise Income Tax Law and its implementation rules, dividends paid by our PRC subsidiaries to our Hong Kong subsidiary are subject to a 10% withholding tax, which may be reduced to 5% if the Hong Kong subsidiary qualifies for benefits under the Double Tax Avoidance Arrangement between the Mainland of China and Hong Kong, subject to the approval of the relevant PRC tax authority. Any such tax obligations would reduce the amount of funds available to us.
As of the date of this annual report, our PRC subsidiaries have not made any dividends or distributions to us or to our offshore subsidiaries, and we have not made any dividends or distributions to our stockholders. There can be no assurance that the PRC government will not intervene in or impose additional restrictions on the ability of our PRC subsidiaries to transfer cash or assets to us in the future. Any limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions, pay dividends, or otherwise fund and conduct our business.
We may become subject to a variety of laws and regulations regarding cybersecurity and data protection, and any failure to comply with applicable laws and regulations, including improper use or appropriation of personal information provided directly or indirectly by our customers or end customers, could have a material adverse effect on our business, financial condition and results of operations.
We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection with emphasis of personal information and privacy protection. These laws and regulations are continuously evolving and developing. The scope and interpretation of the laws that are or may be applicable to us are often uncertain and may be conflicting, particularly with respect to foreign laws. In particular, there are numerous laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal information and other customer data. Such laws and regulations often vary in scope, may be subject to differing interpretations, and may be inconsistent among different jurisdictions.
The integrity and protection of our customers, employees and company data is critical to our business. Our customers and employees expect that we will adequately protect their personal information. We are required by applicable laws to keep this personal information strictly confidential and to take adequate security measures to safeguard such information.
PRC regulators, including the CAC, the MIIT, and the Ministry of Public Security, have been increasingly focused on regulation in areas of data security and data protection. The PRC regulatory requirements regarding cybersecurity are constantly evolving. For instance, various PRC regulatory bodies, including the CAC, the Ministry of Public Security and the State Administration for Market Regulation (the “SAMR”), have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. In addition, certain internet platforms in mainland China have reportedly been subject to heightened regulatory scrutiny in relation to cybersecurity matters.
On December 28, 2021, the Chinese government promulgated amended Cybersecurity Review Measures (the “2022 Cybersecurity Review Measures”), which came into effect on February 15, 2022. According to the 2022 Cybersecurity Review Measures, (i) critical information infrastructure operators that purchase network products and services and internet platform operators that conduct data processing activities shall be subject to cybersecurity review in accordance with the 2022 Cybersecurity Review Measures if such activities affect or may affect national security; and (ii) internet platform operators holding personal information of more than one million customers and seeking to have their securities list on a stock exchange in a foreign country shall file for cybersecurity review with the Cybersecurity Review Office. As of the date of this annual report, neither we nor any of our PRC subsidiaries has been informed by any Chinese governmental authority that we or any of our PRC subsidiaries is a “critical information infrastructure operator.” We believe that neither we nor any of our PRC subsidiaries qualifies as a critical information infrastructure operator. As of the date of this annual report, as an internet platform operator, we have not conducted any data processing activities that affected or may affect national security, nor do we hold personal information of more than one million customers.
On November 14, 2021, the CAC released the draft Administrative Regulation on Network Data Security for public comments through December 13, 2021 (the “Draft Regulation on Network Data Security”). Under the Draft Regulation on Network Data Security, (i) data processors, i.e., individuals and organizations who can decide on the purpose and method of their data
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processing activities at their own discretion, that process personal information of more than one million individuals shall apply for cybersecurity review before listing in a foreign country; (ii) foreign-listed data processors shall carry out annual data security evaluation and submit the evaluation report to the municipal cyberspace administration authority; and (iii) where the data processor undergoes merger, reorganization and subdivision that involves important data and personal information of more than one million individuals, the recipient of the data shall report the transaction to the in-charge authority at the municipal level.
As of the date of this annual report, neither we nor any of our PRC subsidiaries has been required by any Chinese governmental authority to apply for cybersecurity review, nor have we or any of our PRC subsidiaries received any inquiry, notice, warning, sanction in such respect or been denied permission from any PRC regulatory authority to list on U.S. exchanges. As of the date of this annual report, based on the facts that (i) we possess personal information of less than 1 million users in the PRC, and do not qualify as a critical information infrastructure operator or possess any core data or important data of the PRC or any information, which affects or may affect national security of the PRC; and (ii) we have not been informed by any governmental authority of mainland China of any requirement to file for a cybersecurity review, we believe that neither we nor any of our PRC subsidiaries is subject to the cybersecurity review with respect to the offering of our securities or the business operations of our PRC subsidiaries by the CAC under the 2022 Cybersecurity Review Measures. However, there are substantial uncertainties as to how the 2022 Cybersecurity Review Measures will be interpreted or implemented in the future.
As uncertainties remain regarding the interpretation and implementation of these laws and regulations, we cannot assure you that we or our PRC subsidiaries will be able to comply with such regulations in all respects, and we or our PRC subsidiaries may be ordered to rectify or terminate any actions that are deemed illegal by regulatory authorities. In addition, while our PRC subsidiaries take various measures to comply with all applicable data privacy and protection laws and regulations, there is no guarantee that our current security measures, operation and those of our third-party service providers may always be adequate for the protection of our customers, employee or company data against security breaches, cyberattacks or other unauthorized access, which could result in loss or misuse of such data, interruptions to our service system, diminished customer experience, loss of customer confidence and trust and impairment of our technology infrastructure and harm our reputation and business, resulting in fines, penalties and potential lawsuits.
As of the date of this annual report, our Hong Kong subsidiary has not collected, stored, or managed any personal data and remains as a shareholding vehicle which does not conduct any actual business operation in Hong Kong. Therefore, we concluded that currently we do not expect that laws and regulations in mainland China on data security, data protection, or cybersecurity to be applied to our Hong Kong subsidiary or that the oversight of the CAC will be extended to its operations outside of mainland China. In Hong Kong, the Personal Data (Privacy) Ordinance (Chapter 486, Laws of Hong Kong), or the PDPO, applies to data users who control the collection, holding, processing or use of personal data in Hong Kong. These data users shall not do any act, or engage in a practice, that contravenes any of the data protection principles, or DPP, set out in Schedule 1 to the PDPO. DPP set out that (1) personal data must be collected in a lawful and fair way, for a purpose directly related to a function or activity of the data user. Data subjects must be notified of the purpose for which the data is to be used for and the classes of persons to whom the data may be transferred. Data collected should be adequate but not excessive; (2) personal data must be accurate and should not be kept for a period longer than necessary for the fulfilment of the purpose for which the data is or is to be used; (3) personal data must be used for the purpose for which the data is collected or for a directly related purpose unless voluntary and explicit consent with a new purpose is obtained from the data subject; (4) a data user shall take practicable steps to safeguard any personal data held against unauthorized or accidental access, processing, erasure, loss or use; (5) a data user shall take practicable steps to ensure that its policies and practices in relation to personal data, the kind of personal data it holds and the main purposes for which the personal data is or is to be used for are made known to the public; and (6) a data shall be entitled to request access to personal data and must be allowed to correct the personal data if it is inaccurate. PDPO or DPP have minimal impact, if not none, to us currently given that we do not collect, hold, process or use personal data in Hong Kong. In case our future business operations involve these activities, our Hong Kong subsidiary will be subject to the general requirements under the PDPO including the need to obtain the prescribed consent of the data subject and to take all practicable steps to protect the personal data held by data users against unauthorized or accidental access, loss or use. Breaches of the PDPO may lead to a variety of civil and criminal sanctions including fines. In addition, data subjects have a right to bring proceedings in court to seek compensation for damage. Our Hong Kong subsidiary has not received any notice, warning, sanction, or any regulatory objection for any breach of data security laws and regulations in Hong Kong. However, we cannot guarantee that we are, or will be, in compliance with all applicable international regulations as they are enforced now or as they evolve.
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You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management named in this annual report based on foreign laws.
It may be difficult for you to effect service of process upon us or our management named in this annual report inside mainland China. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any U.S. state.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law and other applicable laws, regulations and interpretations based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S. Furthermore, class action lawsuits, which are available in the U.S. for investors to seek remedies, are generally uncommon in China.
It may be difficult for overseas shareholders and/or regulators to conduct investigations or collect evidence within Hong Kong.
We have a wholly owned subsidiary incorporated under the laws of Hong Kong. The Securities and Futures Commission of Hong Kong (“SFC”) is a signatory to the International Organization of Securities Commissions Multilateral Memorandum of Understanding (“MMOU”), which provides for mutual investigatory and other assistance and exchange of information between securities regulators around the world, including the SEC. This is also reflected in section 186 of the Securities and Futures Ordinance (“SFO”) which empowers the SFC to exercise its investigatory powers to obtain information and documents requested by non-Hong Kong regulators, and section 378 of the SFO which allows the SFC to share confidential information and documents in its possession with such regulators. However, there is no assurance that such cooperation will materialize, or if it does, whether it will adequately address any efforts to investigate or collect evidence to the extent that may be sought by the U.S. regulators.
The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may subject us to penalties or liabilities.
The PRC Labor Contract Law, which was enacted in 2008 and amended in 2012, introduced specific provisions related to fixed-term employment contracts, part-time employment, probationary periods, consultation with labor unions and employee assemblies, employment without a written contract, dismissal of employees, severance, and collective bargaining to enhance previous PRC labor laws. Under the Labor Contract Law, an employer is obligated to sign a non-fixed term labor contract with any employee who has worked for the employer for ten consecutive years. Further, if an employee requests or agrees to renew a fixed-term labor contract that has already been entered into twice consecutively, the resulting contract, with certain exceptions, must have non-fixed term. With certain exceptions, an employer must pay severance to an employee where a labor contract is terminated or expires. In addition, the Chinese governmental authorities have continued to introduce various new labor-related regulations since the effectiveness of the Labor Contract Law.
These laws and regulations designed to enhance labor protection tend to increase our labor costs. In addition, as the interpretation and implementation of these regulations are still evolving, our employment practices may not be at all times deemed in compliance with the regulations. As a result, we could be subject to penalties or incur significant liabilities in connection with labor disputes or investigations.
You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of our common stock.
Under the Enterprise Income Tax Law and its implementation rules, PRC withholding tax at a rate of 10% is generally applicable to dividends from PRC sources paid to investors that are resident enterprises outside of China and that do not have an establishment or place of business in China, or that have an establishment or place of business in China if the income is not effectively connected with the establishment or place of business. Any gain realized on the transfer of shares by such investors is subject to 10% PRC income tax if the gain is regarded as income derived from sources within China. Under the PRC Individual Income Tax Law and its implementation rules, dividends regarded as income derived from sources within China and paid to foreign individual investors who are not PRC residents are generally subject to a PRC withholding tax at a rate of 20% and gains from PRC sources realized by these investors on the transfer of shares are generally subject to 20% PRC income tax. Any such PRC tax liability may be reduced by the provisions of an applicable tax treaty. Substantially all of our consolidated revenue is currently derived from our PRC subsidiaries, and we expect that a significant portion of our business
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operations will continue to be conducted in China for the foreseeable future. It is unclear whether the dividends we pay, if any, with respect to our common stock, or the gains realized from the transfer of our common stock, would be treated as income derived from sources within China and as a result be subject to PRC income tax if we are considered a PRC resident enterprise. If PRC income tax is imposed on gains realized through the transfer of our common stock or on dividends paid to our non-resident investors, the value of your investment in our common stock may be materially and adversely affected. Furthermore, our shareholders whose jurisdictions of residence have tax treaties or arrangements with China may not qualify for benefits under these tax treaties or arrangements.
In addition, pursuant to the Double Tax Avoidance Arrangement between the Mainland of China and the Hong Kong and China, if a Hong Kong resident enterprise owns more than 25% of the equity interest of a PRC company at all times during the twelve-month period immediately prior to obtaining a dividend from such company, the 10% withholding tax on the dividend is reduced to 5%, provided that certain other conditions and requirements are satisfied at the discretion of the PRC tax authority. However, based on the Notice on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, issued in 2009 by the State Administration of Taxation, if the PRC tax authorities determine, at their discretion, that a company benefits from the reduced income tax rate due to a structure or arrangement that is primarily tax-driven, the PRC tax authorities may adjust the preferential tax treatment. If our Hong Kong subsidiary were determined by Chinese government authorities as receiving benefits from reduced income tax rates due to a structure or arrangement that is primarily tax-driven, the dividends paid by our PRC subsidiaries to our Hong Kong subsidiary will be taxed at a higher rate, which will have a material adverse effect on our financial performance.
There are some political risks associated with conducting business in Hong Kong.
We have one subsidiary in Hong Kong, Aiultraprod Group Limited. Accordingly, its business operations and financial conditions will be affected by the political and legal developments in Hong Kong. Any adverse economic, social and/or political conditions, material social unrest, strike, riot, civil disturbance or disobedience, as well as significant natural disasters, may affect the market and may adversely affect the business operations of our Hong Kong subsidiary. Hong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Basic Law, namely, Hong Kong’s constitutional document, which provides Hong Kong with a high degree of autonomy and executive, legislative and independent judicial powers, including that of final adjudication under the principle of “one country, two systems”. However, there is no assurance that there will not be any changes in the economic, political and legal environment in Hong Kong in the future. Any change of such political arrangements may pose an immediate threat to the stability of the economy in Hong Kong, thereby directly and adversely affecting our results of operations and financial positions.
The Hong Kong protests that began in 2019 were triggered by the introduction of the Fugitive Offenders amendment bill by the Hong Kong government. If enacted, the bill would have allowed the extradition of criminal fugitives who are wanted in territories with which Hong Kong does not currently have extradition agreements, including mainland China. This led to concerns that the bill would subject Hong Kong residents and visitors to the jurisdiction and legal system of mainland China, thereby undermining the region’s autonomy and people’s civil liberties. Various sectors of the Hong Kong economy have been adversely affected as the protests turned increasingly violent. Most notably, the airline, retail, and real estate sectors have seen their sales decline.
Under the Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China, Hong Kong is exclusively in charge of its internal affairs and external relations, while the government of the PRC is responsible for its foreign affairs and defense. As a separate customs territory, Hong Kong maintains and develops relations with foreign states and regions. Based on certain recent development including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, the U.S. State Department has indicated that the United States no longer considers Hong Kong to have significant autonomy from China and President Trump signed an executive order and Hong Kong Autonomy Act, or HKAA, to remove Hong Kong’s preferential trade status and to authorize the U.S. administration to impose blocking sanctions against individuals and entities who are determined to have materially contributed to the erosion of Hong Kong’s autonomy. The United States may impose the same tariffs and other trade restrictions on exports from Hong Kong that it places on goods from mainland China. These and other recent actions may represent an escalation in political and trade tensions involving the U.S., China and Hong Kong, which could potentially harm our business.
Our revenue is susceptible to the ongoing incidents or factors which affect the stability of the social, economic and political conditions in Hong Kong. Any drastic events may adversely affect our Hong Kong subsidiary’s business operations. Such adverse events may include changes in economic conditions and regulatory environment, social and/or political conditions, civil disturbance or disobedience, as well as significant natural disasters. Given the relatively small geographical size of Hong
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Kong, any of such incidents may have a widespread effect on our Hong Kong subsidiary’s business operations, which could in turn adversely and materially affect our business, results of operations and financial condition. It is difficult to predict the full impact of the HKAA on Hong Kong and companies with operations in Hong Kong like us. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our ordinary shares could be adversely affected.
Risks Related to Ownership of Our Common Stock
The market price of our common stock may be volatile and could decline significantly, and you may lose all or part of your investment.
OTCQB® Venture Market, which generally provides less liquidity and visibility than a national securities exchange. We are presently working with our investment banker, Craft Capital Management, to submit an application to list our common stock (or a new class of our common stock) on Nasdaq in connection with a planned underwritten offering of our common stock, but there can be no assurance that our listing application will be approved or that our common stock will continue to meet Nasdaq’s listing standards after any such listing.
The market price of our common stock may be highly volatile and subject to wide fluctuations, including declines that may occur immediately after our common stock begins trading on Nasdaq, regardless of our operating performance. In addition, the trading market for our common stock may be limited, and our public float is expected to be relatively small, which can increase volatility and the risk of rapid and substantial price movements in response to relatively small trades or changes in sentiment. Thin trading volumes can also make it easier for market participants to engage in short-term trading strategies that may increase volatility in the market price of our common stock.
The market price of our common stock may fluctuate in response to many factors, some of which are beyond our control, including: variations in our operating results or credit-performance metrics; changes in expectations regarding our growth, profitability or capital needs; announcements by us or our competitors; changes in securities analysts’ estimates or the absence of analyst coverage; changes in laws or regulations affecting our business or our industry; actual or anticipated sales of a large number of shares, including by our officers, directors or other large stockholders; the impact of our dual-class structure, closely held ownership and controlled-company status; and general market, economic or geopolitical conditions.
In addition, securities class-action litigation could be brought against us in the event of a decline in the market price of our common stock. Any such litigation could result in substantial costs and divert management’s attention and resources, which could adversely affect our business, financial condition and results of operations.
We may not be able to satisfy Nasdaq’s initial and continued listing requirements, and any failure to list or maintain our listing could reduce the liquidity and market price of our common stock.
Our ability to list our common stock on Nasdaq in connection with a planned underwritten offering of our common stock, and to maintain any such listing, thereafter, is subject to our satisfaction of Nasdaq’s quantitative and qualitative listing standards, including requirements relating to minimum bid price, stockholders’ equity, market value of publicly held shares, number of round-lot stockholders and corporate-governance criteria. There can be no assurance that we will satisfy these listing standards at the time of submitting our application or on an ongoing basis. Our relatively small public float and limited operating history increase the risk that we may fail to meet Nasdaq’s continued-listing requirements in the future, particularly if our stock price declines or trading volume remains low.
If our listing application is not approved, our common stock will continue to trade on the OTCQB® Venture Market or another over-the-counter market. Following any initial listing, if we fail to satisfy Nasdaq’s continued-listing requirements, our common stock could be delisted. A delisting could materially reduce the liquidity and market price of our common stock, limit or preclude certain types of institutional investors from purchasing or holding our shares, reduce analyst coverage, and impair our ability to raise additional capital on acceptable terms. If our common stock were delisted from Nasdaq and traded on an over-the-counter market, it could also become subject again to the SEC’s “penny stock” rules, which may impose additional disclosure requirements and make it more difficult for investors to sell their shares.
As we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our common stock for return on your investment.
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We currently intend to retain all available funds and any future earnings to support the operation and growth of our business and do not anticipate declaring or paying any cash dividends on our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on a variety of factors, including our financial condition, results of operations, cash-flow needs, capital-expenditure plans, contractual restrictions, debt-covenant requirements, regulatory considerations, tax consequences and other factors that our board may deem relevant.
As a result, you must rely on price appreciation of our common stock for any return on your investment. If our common stock does not appreciate in value, or if its value declines, you may not realize any return on your investment and could lose all or part of the amount you invest.
If securities or industry analysts do not publish research or reports about our business or if they issue unfavorable reports, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about us, our industry and our business. We do not control these analysts, and any analysts who choose to cover us may have limited experience with our company or our industry. If one or more analysts who cover us downgrade our stock, issue unfavorable commentary or reduce their target prices, the market price of our common stock could decline.
If analysts cease coverage of our company or fail to regularly publish reports about us, or if we are unable to attract or maintain analyst coverage, our visibility in the financial markets could decrease, the trading volume of our common stock may decline, and our stock price may be more volatile and less reflective of our underlying performance.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Board Oversight: SecureTech’s Board of Directors actively oversees risks, including cybersecurity threats, as part of its risk management function. However, there are no dedicated processes or committees specifically informing the Board of these risks. Given our company’s size and current operations, we consider the risk of significant cybersecurity incidents minimal.
Current Processes: We believe we have adequate processes and systems to maintain the confidentiality of our communications and records. Given our current sales level and small number of employees, we do not perceive cybersecurity threats as a material risk at this time. However, SecureTech lacks formal processes for assessing, identifying, and managing cybersecurity risks directly or through third-party service providers. Additionally, we have not engaged any assessors, consultants, auditors, or other third parties regarding cybersecurity matters.
Incident History: As of March 24, 2026, we have not encountered any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition. Nevertheless, we acknowledge that completely eliminating risk is challenging, and undetected incidents may still occur.
Item 2. Properties
SecureTech’s principal executive offices are in leased office space located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113.
AI UltraProd leases executive office space in Hong Kong and operates production facilities from leased industrial premises in Zhejiang Province, PRC.
SecureTech does not own or lease any other property or equipment.
Item 3. Legal Proceedings
Past Legal Proceedings: During the past ten years, no director, nominee for director, executive officer, or promoter of SecureTech has been involved in any legal proceeding that requires disclosure here.
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Potential Legal Proceedings: From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is inherently unpredictable, and the ultimate outcome cannot be forecasted. Any adverse result in these or other legal matters could harm our business. Currently, we are not a party to any claim or litigation.
Item 4. Mine Safety Disclosures
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities
Our common stock is not listed on any securities exchange and is quoted on the OTCQB® Venture Market marketplace under the symbol “SCTH.” Because our common stock is not listed on a securities exchange and its quotations on OTCQB® Venture Market are limited and sporadic, there is currently no established public trading market for our common stock.
The following table reflects the high and low closing sales information for our common stock for the past two fiscal years and through the date of this Annual Report. This information was obtained from OTCQB® Venture Market and reflects inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.
Our common stock's most recent closing price was $6.02 a share on March 20, 2026.
| COMMON STOCK | ||||
| MARKET PRICE | ||||
| HIGH |
| LOW | ||
Year Ended December 31, 2024 |
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First Quarter | $ | 0.25 |
| $ | 0.25 |
Second Quarter | $ | 1.00 |
| $ | 0.02 |
Third Quarter | $ | 1.00 |
| $ | 0.41 |
Fourth Quarter | $ | 1.00 |
| $ | 0.41 |
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Year Ending December 31, 2025 |
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First Quarter | $ | 5.00 |
| $ | 1.00 |
Second Quarter | $ | 4.64 |
| $ | 3.10 |
Third Quarter | $ | 4.87 |
| $ | 2.59 |
Fourth Quarter | $ | 5.00 |
| $ | 3.05 |
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Year Ending December 31, 2026 |
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First Quarter (Through March 20, 2026) | $ | 8.80 |
| $ | 2.50 |
Holders of Record
As of March 24, 2026, there were 144 stockholders of record of our common stock and 8 stockholders of record of our Series A Preferred Stock.
Dividend Policy
We have never declared or paid cash dividends. We currently intend to retain all future earnings for our business's operation and expansion and do not anticipate paying cash dividends on the common stock in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions, and other factors deemed relevant by our directors.
Common Stock
Our Articles of Incorporation, as amended, authorizes us to issue up to 500,000,000 shares of common stock, $0.001 par value. Each holder of our common stock is entitled to one (1) vote for each share held of record on all voting matters we present for a vote of stockholders, including the election of directors. Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities. There are no conversion rights, redemption, or sinking fund provisions with respect to our common stock. All shares of our common stock are entitled to share equally in dividends from sources legally available when, and if, declared by our Board of Directors.
Our Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.
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In the event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available for distribution to stockholders. However, the rights, preferences, and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of preferred stock that our Board of Directors may decide to issue in the future.
As of March 24, 2026, we had 17,077,368 shares of common stock issued and outstanding.
Preferred Stock
Our Articles of Incorporation, as amended, authorizes us to issue up to 50,000,000 shares of preferred stock, $0.001 par value. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. However, the issuance of preferred stock could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring, or preventing a change in control of our company.
Series A Preferred Stock
On May 31, 2023, SecureTech’s Board of Directors created a new class of preferred stock designated as Series A Preferred Stock, $0.001 par value. SecureTech may issue up to 250,000 shares of Series A Preferred Stock with the following terms, rights, and privileges:
Designation and Amount |
| This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to two-hundred fifty thousand (250,000) shares of this Preferred Stock. |
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Rank |
| The Preferred Stock shall rank superior to SecureTech’s common stock and all other classes, including currently outstanding or future preferred stock designations. |
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Dividends |
| The Preferred Stock is eligible for all legal dividends as may be approved by the SecureTech’s Board of Directors. If a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully diluted, pro-rata basis with the other classes of stock participating in said dividend. |
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Voting Rights |
| Holders of the Preferred Stock shall have the right to vote on all matters with holders of common stock (and other eligible classes of preferred stock, if any) by aggregating votes into one (1) voting class of stock. Each share of Preferred Stock shall have ten thousand (10,000) votes for any election or other voting matter placed before the shareholders of SecureTech, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter. |
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Redemption by SecureTech |
| After a minimum period of one (1) year from the date of issue SecureTech may, at its sole discretion, redeem some or all of the Preferred Stock in either cash (the then market value), SecureTech’s common stock at a fixed ratio of ten thousand (10,000) shares of common stock for each share of Preferred Stock redeemed, or a combination thereof. |
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As of March 24, 2026, SecureTech had one class of preferred stock, Series A Preferred Stock, with 19,725 shares of it issued and outstanding.
Share Purchase Warrants
As of December 31, 2025, and March 24, 2026, we had no issued or outstanding stock purchase warrants.
Options
As of December 31, 2025, and March 24, 2026, we had no outstanding options to purchase shares of our stock.
Convertible Securities
As of December 31, 2025, we had the following convertible securities issued and outstanding:
CFI Capital LLC Convertible Note
On September 18, 2025, the Company issued a $150,000 convertible promissory note to CFI Capital LLC bearing interest at 6% per annum and maturing on September 18, 2026. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date.
The total gross proceeds from the note were $150,000. However, the Company received net cash proceeds of $119,200, after deductions of $5,000 legal fee of the buyer, $10,800 of the placement agent commission, and $13,500 of original issue discount.
The Company elected the fair value model to account for the convertible note. The fair value was calculated using Mente Carlo valuation method. The fair value on issuance day was $158,687.
As of December 31, 2025, fair value was estimated as $162,167.
Labry’s Fund II Convertible Note
On December 10, 2025, the Company issued a $150,000 convertible promissory note to Labrys Fund II, LP bearing interest at 6% per annum and maturing on December 10, 2026. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date.
The total gross proceeds from the note were $150,000. However, the Company received net cash proceeds of $119,200, after deductions of $3,500 legal fee of the buyer, $1,500 due diligence fee, $10,800 of the placement agent commission, and $15,000 of original issue discount.
The The Company elected the fair value model to account for the convertible note. The fair value was calculated using Mente Carlo valuation method. The fair value on issuance day was $157,452.
As of December 31, 2025, fair value was estimated as $158,276.
Boot Capital LLC and Vanquish Funding Group Inc.
On December 18, 2025, the Company issued a $112,000 convertible promissory note to Boot Capital LLC, bearing interest at 12% per annum and maturing on September 15, 2026. The purchase price of the note was $100,000, resulting in net proceeds to the Company of $100,000.
On the same date, the Company issued a $137,760 convertible promissory note to Vanquish Funding Group Inc., also bearing interest at 12% per annum and maturing on September 15, 2026. The purchase price of the note was $123,000. After the deduction of legal fees and placement agent commissions, the Company received net proceeds of $101,000.
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Both notes include a conversion feature that becomes exercisable upon the occurrence of certain events of default as stipulated in the respective agreements. Management concluded that the likelihood of such default events occurring is remote; therefore, the value of the conversion feature was determined to be minimal.
For the fiscal year ended December 31, 2025, the Company recognized interest expense of $4,020 related to these notes, calculated using the effective interest rate method over the term of the notes.
As of March 24, 2026, we had the additional following convertible securities issued and outstanding:
Vista Capital Investment, LLC
On January 7, 2025, the Company issued a $150,000 convertible promissory note to Vista Capital Investment, LLC bearing interest at 12% per annum and maturing on January 7, 2027. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date. The variable conversion feature, which results in a variable number of shares upon settlement, represents an embedded derivative that is not clearly and closely related to the host debt instrument. In accordance with ASC 815, Derivatives and Hedging, this embedded derivative was required to be bifurcated and accounted for separately at fair value.
The total gross proceeds from the note were $110,000. However, the Company received net cash proceeds of $95,000, after deductions of $5,000 of the placement agent commission, and $10,000 of original issue discount.
Repayment Contingency
If the Company elects to repay the convertible notes in cash prior to the date the conversion feature becomes exercisable (six months after the issuance date), the embedded derivative would expire unexercised. In such an event, the derivative liability would be derecognized, and the note would be settled at its principal amount plus any accrued interest through the repayment date. No further remeasurement or fair value adjustments would be required after settlement.
Shares Eligible for Future Sale
From time to time, certain of our stockholders may be eligible to sell some or all of their shares of our common stock through ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement (which disappears after one year). Affiliates may sell after six months subject to Rule 144 volume, manner of sale, current public information, and notice requirements.
As of the date of March 24, 2026, we had 17,077,368 shares of our common stock issued and outstanding. Of these shares currently issued and outstanding:
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| 11,531,226 are freely tradable without restrictions (commonly referred to as the “public float”); |
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• |
| 3,462,210 held by affiliates and are subject to the restrictions and sale limitations imposed by Rule 144; and |
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| 2,083,932 held by non-affiliates and are subject to the restrictions and sale limitations imposed by Rule 144. |
The eventual availability for sale of substantial amounts of our common stock under Rule 144 could adversely affect the then-prevailing market prices for our securities and cause you to lose most, if not all, of your investment in our business.
Securities Authorized for Issuance Under Equity Compensation Plans
As of March 24, 2026, we did not have any authorized Equity Compensation Plans.
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Transfer Agent
Dynamic Stock Transfer, Inc.
15233 Ventura Blvd., Ste. 710
Sherman Oaks, CA 91403
+1 (213) 667-0197
www.dynamicstocktransfer.com
Recent Sales of Unregistered Securities
Set forth below is information regarding the issuance and sales of securities without registration between January 1, 2023 through March 24, 2026.
On February 17, 2022, SecureTech canceled an aggregate of 1,700,000 shares of its common stock.
On February 27, 2023, SecureTech issued 11,428 shares of its common stock, $0.001 par value, to one investor in exchange for $20,000 in cash, or about $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.
On May 31, 2023, SecureTech canceled 25,000,000 shares of its outstanding common stock held by a related party in exchange for the issuance of 2,500 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s Share Reduction Plan, an informal plan disclosed via press release on June 1, 2023 following this initial share reduction, with the goal of reducing the overall number of common shares issued and outstanding by means of share exchange agreements (conversion of common shares into preferred shares) and/or outright voluntary cancellation of outstanding common shares. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.
On July 10, 2023, SecureTech canceled an aggregate of 7,000,000 shares of its outstanding common stock held by three stockholders in exchange for the issuance of an aggregate of 700 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s ongoing Share Reduction Plan. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.
On August 8, 2023, SecureTech issued an aggregate of 5,714 shares of its common stock, $0.001 par value, to two investors in exchange for $10,000 in cash, or $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.
On September 5, 2023, SecureTech issued 3,428 shares of its common stock, $0.001 par value, to an investor in exchange for $6,000 in cash, or $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.
On November 18, 2023, SecureTech issued 3,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,250 in cash, or $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from
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registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.
On January 16, 2024, SecureTech canceled 1,795,774 shares of its outstanding common stock held by a shareholder in exchange for the issuance of 200 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s Share Reduction Plan. SecureTech recorded a $51,057 loss in conjunction with this transaction due to the issuance of additional Series A Preferred Shares based on the market’s closing price of $0.25 a share of SecureTech’s common stock on the date of the issuance. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.
On March 9, 2024, we mutually rescinded an outstanding consulting agreement with Seaside Advisors, LLC (“Seaside”). Pursuant to the associated Mutual Termination and Release of Liability Agreement signed by all parties, Seaside returned 2,500,000 shares of our common stock. These shares were subsequently canceled by SecureTech’s Board of Directors.
On April 19, 2024, SecureTech issued 5,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,000 in cash, or $1.00 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.
On May 7, 2024, SecureTech issued 5,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,000 in cash, or $1.00 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.
On October 23, 2024, SecureTech entered into an agreement converting $50,000 in past due accounts payable to a related party into a non-interest-bearing $50,000 convertible promissory note maturing on April 23, 2025. Subsequently, on October 24, 2024, the note holder converted the outstanding $50,000 convertible promissory note into 100,000,000 shares of SecureTech’s common stock, $0.001 par value. Following this note conversion, on October 25, 2024, SecureTech and the original note holder signed a Share Exchange Agreement in which 100,000,000 shares of SecureTech's common stock were exchanged for 10,000 shares of its Series A Preferred Stock, $0.001 par value. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.
On November 18, 2024, SecureTech issued 10,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,000 in cash, or $0.50 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.
On January 14, 2025, SecureTech issued 322,448 shares of its common stock, with a par value of $0.001 per share, as an alternative to cash payments. These shares were used to settle outstanding accrued payroll and commissions owed to employees and independent sales representatives. The common stock was valued at $1.00 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.
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On February 14, 2025, SecureTech canceled an aggregate of 43,100,000 shares of its outstanding common stock held by four stockholders in exchange for the issuance of an aggregate of 4,310 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s ongoing Share Reduction Plan. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.
On June 23, 2025, SecureTech issued 185 unregistered shares of its Series A Preferred Stock, $0.001 par value, to the Seller. These shares were valued at $8,565,500, equating to a per-share value of $46,300.
On November 5, 2025, SecureTech entered into Share Exchange Agreements with two shareholders. In these agreements, an aggregate of 4,000,000 shares of SecureTech's common stock were exchanged for 400 shares of its Series A Preferred Stock, with a par value of $0.001 per share. The common stock shares were canceled as part of SecureTech’s ongoing Share Reduction Plan.
On November 5, 2025, SecureTech issued an aggregate of 56,413 shares of its common stock, $0.001 par value, to two independent consultants. These shares were valued at an aggregate of $224,048.75, or approximately $3.97 per share.
On December 10, 2025, SecureTech issued an aggregate of 6,954 shares of its common stock, $0.001 par value, to an independent consultant. These shares were valued at an aggregate of $29,656, or approximately $4.26 per share.
On December 17, 2025, SecureTech issued an aggregate of 2,172 shares of its common stock, $0.001 par value, to an independent consultant. These shares were valued at an aggregate of $8,101.56, or approximately $3.73 per share. On January 7, 2026, SecureTech entered into Share Exchange Agreements with three shareholders. In these agreements, an aggregate of 14,300,000 shares of SecureTech's common stock were exchanged for 1,430 shares of its Series A Preferred Stock, with a par value of $0.001 per share. The common stock shares were canceled as part of SecureTech’s Share Reduction Plan.
On January 7, 2026, SecureTech entered into Share Exchange Agreements with three shareholders. In these agreements, an aggregate of 14,300,000 shares of SecureTech's common stock were exchanged for 1,430 shares of its Series A Preferred Stock, with a par value of $0.001 per share. The common stock shares were canceled as part of SecureTech’s Share Reduction Plan.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
During each month within the fourth quarter of the fiscal year ended December 31, 2024, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.
Item 6. [Reserved]
Not applicable.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. This section contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Amendment. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed discussion of the risks and uncertainties that
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could cause actual results to differ from those described in these forward-looking statements, you should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”
Business Overview
SecureTech Innovations, Inc. is a technology-driven company focused on developing and commercializing artificial intelligence–driven manufacturing systems, blockchain‑based digital infrastructure, and innovative automotive safety technologies. Our mission is to deliver secure, efficient, and scalable technology solutions across industrial, digital, and consumer markets. We operate through three primary business units—AI UltraProd, Piranha Blockchain, and Terra Nova Technologies (Top Kontrol product line)—each addressing distinct high‑growth sectors with significant long‑term demand drivers. Our portfolio includes:
• | AI UltraProd, acquired on June 23, 2025, now serves as our primary operating business and currently generates substantially all of our consolidated revenues. |
|
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• | Piranha Blockchain, an early‑stage enterprise that is focused on building digital‑asset infrastructure and cybersecurity capabilities. |
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• | Terra Nova Technologies (Top Kontrol product line), a legacy product line undergoing restructuring in preparation for a planned spin‑off onto the OTCQB marketplace. |
Limited Operating History; Need for Additional Capital
There is limited historical financial information about us upon which to evaluate our performance. We are a small business with a limited operating history. We cannot guarantee success in our business operations. Our business faces inherent risks in establishing a new enterprise, including limited capital resources and potential cost overruns in marketing, administrative expenses, accounting and audit fees, and legal fees related to filings and regulatory compliance.
As of December 31, 2025, we had incurred ($1,601,791) in losses since our inception on March 2, 2017. We have not achieved profitability and expect to continue incurring net losses in future fiscal periods. We anticipate significant operating expenses and, consequently, need to generate substantial revenues to achieve profitability, which may never occur. Even if we achieve profitability, sustaining or increasing profitability on an ongoing basis may be challenging, potentially leading to business failure.
To become profitable and competitive, we must successfully innovate and develop new products, technologies, and services that the market will accept. We anticipate continuing to rely on equity sales of our common stock to fund our operations until we generate sufficient revenues to cover our operating expenses, which may never happen. Issuing additional shares will dilute our existing stockholders. There is no assurance that we can make further sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We may also rely on loans from management or significant shareholders, but there are no assurances that they will provide additional funds in the future.
We are continually exploring new financing sources to meet our need for additional cash, including raising funds through equity sales and loans. We cannot assure you that our efforts to secure additional financing will be successful. There is no guarantee that future funding will be available on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Additionally, future equity financing could result in substantial dilution to existing shareholders.
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Results of Operations
Comparison of the Fiscal Years Ended December 31, 2025 and 2024
The following table sets forth the results of our operations for the fiscal years ended December 31, 2025, and 2024.
|
| Fiscal Years Ended December 31, | |||
|
|
2025 |
|
2024 | |
Sales | $ | 7,720,757 | $ | 14,235 | |
Cost of goods sold |
| (5,818,498) |
| (3,421) | |
Gross profit |
| 1,902,259 |
| 10,814 | |
Operating expenses |
| (1,666,939) |
| (414,400) | |
Profit (loss) from operations |
| 235,320 |
| (403,586) | |
Other (expense) |
| (149,612) |
| (5,854) | |
Income tax benefit (provision) |
| 117,590 |
| - | |
Net profit (loss) | $ | 203,298 | $ | (409,440) | |
| Less: net profit attributable to redeemable non-controlling interests |
| 23,889 |
| - |
| Less: net profit attributable to non-controlling interests |
| 66,632 |
|
|
Net profit (loss) attributable to SecureTech shareholders | $ | 112,777 | $ | (409,440) | |
Sales
Sales for the fiscal year ended December 31, 2025, totaled $7,720,757, compared to $14,235 for the same period in 2024, representing an increase of $7,706,522, or 54,137.8%, compared to the previous fiscal period. The increase in sales is the result of SecureTech’s acquisition of AI UltraProd. Sales were attributable as follows:
|
| Fiscal Years Ended December 31, | ||
|
|
2025 |
|
2024 |
AI UltraProd products | $ | 6,793,538 | $ | - |
AI UltraProd services |
| 927,219 |
| - |
Top Kontrol |
| - |
| 14,235 |
Total sales | $ | 7,720,757 | $ | 14,235 |
Cost of Goods Sold
Cost of goods sold for the fiscal year ended December 31, 2025, was $5,818,498, compared to $3,421 for the same period of 2024. As a percentage of overall sales, the cost of goods sold was 75.4% during the fiscal year ended December 31, 2025.
Gross Profit
Gross profit for the fiscal year ended December 31, 2025, was $1,902,259, compared to $10,814 for the same period of 2024. Our gross profit margin was 24.6% during the fiscal year ended December 31, 2025.
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Operating Expenses
|
| Fiscal Years Ended December 31, | |||
|
|
2025 |
|
2024 | |
Operating expenses: |
|
|
|
| |
| General and administrative | $ | 1,366,109 | $ | 414,400 |
| Selling and marketing expenses |
| 20,569 |
| - |
| Research and development |
| 280,261 |
| - |
| Operating expenses | $ | 1,666,939 | $ | 414,400 |
Our operating expenses for the fiscal period consisted of four components: general and administrative expenses, selling and marketing expenses, and research and development expenses. Total operating expenses were $1,666,939 during the fiscal year ended December 31, 2025, compared to $265,868 for the same period of 2024, representing an increase in operating expenses of $1,401,071, or 527.0%, from the fiscal year ended December 31, 2024. The increase in operating expenses is a result of SecureTech’s acquisition of AI UltraProd.
Profit (Loss) From Operations
As a result of the foregoing, our profit from operations was $235,320 during the fiscal year ended December 31, 2025, compared with a loss of ($403,586) for the same period of 2024. The swing from an operating loss to an operating profit is the result of SecureTech’s acquisition of AI UltraProd.
Other Income (Expense)
Our other income (expense) is comprised of change in fair value of notes payable, bank interest received on cash deposits, interest paid on outstanding loans, government grants, and other non-operating items. During the fiscal year ended December 31, 2025, we had ($149,612) in other income (expense) comprised of ($4,304) in change in fair value of notes payable, $76 in bank interest received on cash deposits, ($77,489) in interest paid on outstanding loans, $429 in government grants, and ($68,324) in other non-operating expenses. This compares to ($5,854) in other income (expense) comprised solely of interest paid on outstanding loans for the same period of 2024. The increase in other income (expense) is largely due to SecureTech’s acquisition of AI UltraProd.
Provision for Income Taxes
During the fiscal year ended December 31, 2025, we recorded a tax deferral gain of $117,590, compared to no provision for income taxes during the same period of 2024. The tax deferral gain is the result of SecureTech’s acquisition of AI UltraProd.
Net Profit (Loss)
The result was that our net profit was $203,298 during the fiscal year ended December 31, 2025, compared with a net loss of ($409,440) for the same period of 2024. After taking into consideration non-controlling interests of $90,521 for the fiscal year ended December 31, 2025, SecureTech generated a net profit of $112,777 that was attributable to SecureTech’s shareholders, and is the result from SecureTech’s acquisition of AI UltraProd.
Total Stockholders’ Equity (Deficit)
Our stockholders’ equity for SecureTech shareholders was $10,602,113 as of December 31, 2025 compared to a stockholders’ deficit of ($440,042) on December 31, 2024. The improvement in stockholders’ equity is primarily the result from SecureTech’s acquisition of AI UltraProd.
Liquidity and Capital Resources
Our principal liquidity demands relate to our efforts to generate sales, manufacture inventory, and cover expenditures related to sales, regulatory compliance, and general corporate purposes. We intend to meet our liquidity needs, including capital
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expenditures for manufacturing inventory and business expansion, primarily through cash flow from operations and sales of our securities.
As of December 31, 2025, SecureTech Innovations, Inc. had cash and cash equivalents of $233,825, compared to no cash balances at December 31, 2024. The increase reflects cash generated from operations and financing activities during the fiscal year. Total current assets were $7.5 million, primarily consisting of accounts receivable of $1.9 million, inventories of $1.9 million, and prepayments of $3.4 million. Non-current assets totaled $11.7 million, driven largely by acquired intangible assets (patents) and goodwill recognized in connection with the acquisition of AI UltraProd.
Total current liabilities increased to $6.4 million as of December 31, 2025, compared to $0.4 million as of December 31, 2024. Total current liabilities primarily consisted of short-term borrowings of $2.5 million, accounts payable of $1.5 million, and accrued expenses of $1.3 million. Non-current liabilities were $0.7 million, consisting of operating lease obligations and deferred tax liabilities. As a result, total liabilities were $7.1 million, and total stockholders’ equity improved to $10.6 million, compared to a deficit of $0.4 million at year-end 2024.
For the fiscal year ended December 31, 2025, SecureTech generated revenues of $7.7 million and reported net income attributable to shareholders of $0.1 million, compared to a net loss of $0.4 million for the same period in 2024. Gross profit was $1.9 million, reflecting a gross margin of approximately 24.6%. Operating cash flows for the period were impacted by working capital changes, including increases in receivables, inventories, and prepayments associated with scaling AI UltraProd operations.
Cash Flows
For the fiscal year ended December 31, 2025:
·Operating activities: Net cash used in operating activities increased to approximately $0.9 million from $0.06 million during the same period in 2024. The rise in cash used by operating activities is mainly due to increases of $1.4 million in accounts receivable, $0.7 million in non-current accounts receivable, $0.7 million in inventories, and $0.5 million in prepayments related to scaling AI UltraProd operations. These increases in current assets reflect SecureTech’s growth path but also indicate short-term liquidity needs.
·Investing activities: Net cash used in investing activities during the fiscal year ended December 31, 2025, was primarily related to the acquisition of AI UltraProd and capital expenditures for equipment. We did not have material investing cash flows in the prior year period.
·Financing activities: Net cash provided by financing activities during the fiscal year ended December 31, 2025, was driven by short-term borrowings of $1.1 million, proceeds of $0.6 million from the issuance of notes payable, issuance of preferred shares in connection with the AI UltraProd acquisition, and issuance of common shares for cash. These financing activities were critical to supporting operations and funding strategic initiatives. In the prior year period, financing cash flows were limited to small issuances of common stock.
·Overall change in cash: As a result of the above activities, cash and cash equivalents increased to $233,825 at December 31, 2025, compared to no cash balances at December 31, 2024. Management believes that existing cash resources, together with anticipated operating cash flows, will be sufficient to meet near-term obligations. However, execution of our growth strategy — including a planned uplisting to a national exchange, continued M&A activity, and the spin-off of Top Kontrol — will require additional capital. We expect to pursue a combination of additional bridge financing, longer-term debt facilities, and equity issuances to support these initiatives
Liquidity Outlook
Management believes that existing cash resources, together with anticipated revenues from AI UltraProd and other subsidiaries, will be sufficient to meet operating needs over the next twelve months. However, the Company’s growth strategy — including planned uplisting to a national exchange, continued M&A activity, and the spin-off of Top Kontrol — will require additional capital. We expect to pursue a combination of additional short-term bridge financing, longer-term debt facilities, and equity issuances to support these initiatives. There can be no assurance that such financing will be available on favorable terms, or at all.
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SecureTech’s ability to continue as a going concern is dependent upon successful execution of its recapitalization strategy, maintaining positive cash flows from operations, and securing additional financing as needed. Management continues to monitor liquidity closely and is committed to aligning expenditures with available resources while pursuing strategic growth opportunities.
Going Concern Consideration
Our independent registered public accounting firm issued a going concern opinion in their audit report dated March 24, 2026. This report is included in our Annual Report on Form 10-K filed with the SEC on March 24, 2026. This opinion indicates that our auditors believe there is substantial doubt about our ability to continue as an ongoing business for the next 12 months.
Off-Balance Sheet Operations
As of December 31, 2025, we had no off-balance sheet activities or operations.
Critical Accounting Policies
Use of Estimates
The accompanying financial statements of SecureTech have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, SecureTech considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2025 and 2024, SecureTech had no cash equivalents.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements,” and ASC 825, Financial Instruments, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level |
| Description |
|
|
|
Level 1 |
| Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
Level 2 |
| Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
Level 3 |
| Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Inventory and Cost of Sales
Inventories are stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, Management reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell.
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Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Consideration may be received before or after revenue is recognized; amounts received in advance are recorded as contract liabilities.
Revenue Recognition; ASC 606 Five-Step Model
Under ASC 606, SecureTech recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue as, or when, control of each performance obligation is transferred.
For services transferred over time, revenue is recognized based on progress toward satisfaction of the performance obligation. For performance obligations satisfied at a point in time, revenue is recognized when control passes to the customer.
Sales of Goods
SecureTech recognizes revenue from the sale of (i) robotic products and related hardware, (ii) derivative products, and (iii) Top Kontrol product line offerings when control of the goods transfers to the customer. For these arrangements, SecureTech’s performance obligation is satisfied upon completion of delivery and installation of the related hardware and software.
Hardware and software products are delivered using SecureTech’s employees and inventory purchased from third‑party vendors. SecureTech has concluded that it acts as the principal in these transactions because it controls the goods and services before they are transferred to the customer, is primarily responsible for fulfilling the promise to deliver and install the products, and bears the risk of loss while inventory is in transit. Accordingly, revenue is recognized on a gross basis at a point in time when control transfers to the customer.
Robotic products and hardware equipment include systems used in construction, renewable energy, port logistics, and autonomous warehousing. Sales revenue also includes turnkey hardware and equipment solutions for AI computing centers, smart hospitals, smart campuses, smart water management systems, and other intelligent infrastructure applications.
Derivative products include specialized 3D printing materials (such as Geo Mix and Geo Add), customized 3D‑printed finished goods, and spare parts and accessories for 3D printing and other robotic systems.
Top Kontrol products represent sales from SecureTech’s legacy Top Kontrol product line.
SecureTech accepts returns only for defective or non‑conforming products due to manufacturing or workmanship issues, typically within 10–30 days of customer receipt. For the years ended December 31, 2025 and 2024, SecureTech was not aware of any material claims related to product returns. Warranty provisions as of December 31, 2025 and 2024 were immaterial.
Service Revenue
SecureTech generates service revenue from technical, consulting, and advisory services related to its robotic and hardware product offerings. These services include: (i) installation and commissioning of equipment; (ii) 3D engineering design services for 3D printing applications; (iii) on‑site technical support and professional training; (iv) solution design for AI computing centers; (v) intelligent transformation services for traditional sectors (such as smart hospitals, smart campuses, and smart water systems); and (vi) equipment upgrades, maintenance, and repair services.
Service arrangements are typically governed by tender documents or contracts that specify the transaction price, scope of services, and payment terms. Revenue from these services is recognized over time as the services are performed because the customer simultaneously receives and consumes the benefits of SecureTech’s performance. The primary performance obligation is the ongoing support and maintenance provided throughout the contract term, which is generally satisfied based on the passage of time. Standard payment terms are 30 days from the invoice date.
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Software support and maintenance services are delivered using SecureTech’s employees and independent vendors. SecureTech has determined that it acts as the principal in these arrangements and therefore recognizes revenue on a gross basis.
Transaction prices are fixed and agreed upon before services are performed. Contracts do not include provisions for refunds or returns. For the year ended December 31, 2025, SecureTech was not aware of any material claims related to repair or inspection services.
Contracts with Multiple Performance Obligations
Certain customer contracts include a combination of equipment, materials, and services (for example, the sale of 3D printing robots bundled with design services, materials, installation, and training). For these arrangements, SecureTech identifies each distinct performance obligation and allocates the transaction price based on the relative standalone selling prices of each component. Revenue is recognized for each performance obligation when the related goods or services are transferred to the customer.
Income Taxes
SecureTech accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
SecureTech maintains a valuation allowance with respect to deferred tax assets. SecureTech establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration SecureTech’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as SecureTech generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Recent Accounting Pronouncements
Effective January 1, 2025, the Company adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, on a prospective basis. Adoption did not affect SecureTech’s consolidated financial position, results of operations or cash flows, and resulted solely in expanded income tax disclosures, which are presented in Note 13 — Income Taxes to the consolidated financial statements. SecureTech also adopted ASU No. 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements, effective January 1, 2025, which did not have a material impact. Other accounting pronouncements recently issued but not yet effective are described in Note 1 — Summary of Significant Accounting Policies, and SecureTech does not expect them to have a material impact on its financial position, results of operations or cash flows upon adoption.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
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Table of ContentsIndex to Financial Statements
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
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Table of ContentsIndex to Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of SecureTech Innovations, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SecureTech Innovations, Inc. and its subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then end, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3 to the consolidated financial statements, the Company has incurred negative cash flows from operating activities over the past two years and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphases of Matter
Amendment No. 2 to the Annual Report on Form 10-K/A of SecureTech Innovations, Inc. for the fiscal year ended December 31, 2025 (this “Amendment”);
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
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financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
As discussed in Note 3 to the consolidated financial statements, the Company had a going concern due to continual losses from operations and an accumulated deficit.
Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/
Gary Cheng CPA Limited
We have served as the Company’s auditor since 2025.
March 24, 2026, except for the effects of the restatement discussed in Note 2, 4, 6, 13 and 16 to the consolidated financial statements, as to which the date is September 23, 2026
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of SecureTech Innovations, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of SecureTech Innovations, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered net losses from operations and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated
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financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Going Concern
As discussed in Note 2 to the consolidated financial statement, the Company had a going concern due to continual losses from operations and an accumulated deficit.
Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.
To evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.
/s/ M&K CPAS, PLLC
M&K CPAS, PLLC
We have served as the Company’s auditor since 2018.
The Woodlands, TX
March 31, 2025
55
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
ASSETS
| Note | December 31, 2025 (Restated – | December 31, 2024 | ||||||||||
| Current assets: | ||||||||||||
| Cash and equivalents | $ | $ | ||||||||||
| Accounts receivable, net | 6 | |||||||||||
| Amounts due from related parties | 11 | |||||||||||
| Inventories | 5 | |||||||||||
| Prepayments and other current assets | 12 | |||||||||||
| Total current assets | $ | $ | ||||||||||
| Non-current assets: | ||||||||||||
| Equipment, net | 1 | $ | $ | |||||||||
| Operating lease right-of-use, net | ||||||||||||
| Intangible assets, patents | ||||||||||||
| Goodwill | 4 | |||||||||||
| Accounts receivable, net of non-current portion | 6 | |||||||||||
| Deferred tax asset | 13 | |||||||||||
| Total non-current assets | $ | $ | ||||||||||
| Total assets: | $ | $ | ||||||||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(CONTINUED)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
LIABILITIES AND STOCKHOLDERS’ EQUITY
| Note | December 31, 2025 (Restated – | December 31, 2024 | ||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | $ | ||||||||||
| Accounts payable, related parties | ||||||||||||
| Accrued payroll, related parties | 11 | |||||||||||
| Amounts due to related parties | ||||||||||||
| Contract liabilities | 7 | |||||||||||
| Notes payable | ||||||||||||
| Notes payable, related parties | ||||||||||||
| Operating lease liabilities, current portion | ||||||||||||
| Short-term borrowings | 6 | |||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Total current liabilities | $ | $ | ||||||||||
| Non-current liabilities: | ||||||||||||
| Operating lease liabilities, net of current portion | $ | $ | ||||||||||
| Deferred tax liabilities | ||||||||||||
| Total non-current liabilities | $ | $ | ||||||||||
| Total liabilities: | $ | $ | ||||||||||
| Mezzanine equity: | ||||||||||||
| Mezzanine equity: Redeemable non-controlling interest | 16 | $ | $ | |||||||||
| Stockholders’ equity (deficit): | ||||||||||||
| Preferred stock, par value, shares authorized; and shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | ||||||||||||
| Common stock, par value, shares authorized; and shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively | ||||||||||||
| Contingent consideration | 9 | |||||||||||
| Additional paid in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive loss | ||||||||||||
| Total equity attributable to: | ||||||||||||
| SecureTech shareholders | $ | $ | ( | ) | ||||||||
| Non-controlling interests | ||||||||||||
| Total stockholders’ equity (deficit) | $ | $ | ( | ) | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
For the fiscal years ended December 31, | ||||||||
2025 (Restated – | 2024 | |||||||
| Revenues: | ||||||||
| Sales of goods | $ | $ | ||||||
| Service revenue | ||||||||
| Total revenues | ||||||||
| Cost of revenues | ||||||||
| Gross profit | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative | $ | $ | ||||||
| Selling and marketing expenses | ||||||||
| Research and development | ||||||||
| Total operating expenses | $ | $ | ||||||
| Income (loss) from operations | $ | $ | ( | ) | ||||
| Other income (expenses): | ||||||||
| Change in fair value of notes payable | $ | ( | ) | $ | ||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Government grants | ||||||||
| Others, net | ( | ) | ||||||
| Total other income (expenses) | $ | ( | ) | $ | ( | ) | ||
| Income (loss) before income taxes | $ | $ | ( | ) | ||||
| Provision for income taxes | $ | ( | ) | $ | ||||
Net profit (loss) before allocation to non-controlling interests | $ | $ | ( | ) | ||||
| Less: Net profit attributable to redeemable non-controlling interests | $ | $ | ||||||
| Less: Net profit attributable to non-controlling interests | $ | $ | ||||||
Net profit (loss) attributable to SecureTech shareholders | $ | $ | ( | ) | ||||
| Earnings (loss) per share: | ||||||||
| Earnings (loss) per share: Basic | $ | * | $ | ( | ) | |||
| Earnings (loss) per share: Diluted | $ | * | $ | ( | ) | |||
| Weighted average common shares outstanding: | ||||||||
| Weighted average common shares outstanding: Basic | ||||||||
| Weighted average common shares outstanding: Diluted | ||||||||
* Less than US$0.005The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
For the fiscal years ended December 31, | ||||||||
2025 (Restated – | 2024 | |||||||
| Net profit (loss) | $ | 203,298 | $ | (409,440 | ) | |||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment | $ | 76,892 | $ | — | ||||
| Total other comprehensive income (loss) | $ | 76,892 | $ | — | ||||
| Total comprehensive income (loss) before allocation to non-controlling interests | $ | 280,190 | $ | (409,440 | ) | |||
| Less: Total comprehensive income attributable to redeemable non-controlling interests | $ | 23,889 | $ | — | ||||
| Less: Total comprehensive income attributable to non-controlling interests | $ | 66,632 | $ | — | ||||
Total comprehensive income (loss) attributable to SecureTech shareholders | $ | 189,669 | $ | (409,440 | ) | |||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the period from December 31, 2023 to December 31, 2025
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
Series A Preferred Stock | Common Stock | Additional Paid In | Contingent | Accumulated | Other Comprehensive | SecureTech | Non-Controlling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Consideration | Deficit | Gain (Loss) | Shareholders | Interests | Total | ||||||||||||||||||||||||||||||||||
Balance as of December | $ | $ | $ | ($ | ) | ($ | ) | ($ | ) | |||||||||||||||||||||||||||||||||||
| Issuance of common shares for cash | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for conversion of debt | — | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Share exchange, related party | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Imputed interest | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
Balance as of December | $ | $ | $ | ($ | ) | ($ | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
For the period from December 31, 2023 to December 31, 2025
(CONTINUED)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
Series A Preferred Stock | Common Stock | Additional Paid In | Contingent | Accumulated | Other Comprehensive | SecureTech | Non-Controlling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Consideration | Deficit | Gain (Loss) | Shareholders | Interests | Total | ||||||||||||||||||||||||||||||||||
Balance as of December | $ | $ | $ | ($ | ) | ($ | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of accrued payroll expenses | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares to consultants | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for cash | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred shares for acquisition | — | |||||||||||||||||||||||||||||||||||||||||||
| Share exchange | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Share exchange, related parties | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Imputed interest | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Accretions of redeemable NCI to redemption value | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net gain (loss) | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2025(Restated-
| $ | $ | $ | $ | ($ | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
| For the fiscal years ended December 31, | ||||||||
2025 (Restated – | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net profit (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net profit (loss) to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Loss on disposal of equipment | ||||||||
| Imputed and amortized interest | ||||||||
| Loss on issuance of notes payable | ||||||||
| Change in fair value of notes payable | ||||||||
| Stock-based compensation expense | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable | ( | ) | ||||||
| (Increase) decrease in inventories | ( | ) | ||||||
| Decrease in amounts due from related parties | ||||||||
| increase in prepayments and other current assets | ( | ) | ( | ) | ||||
| Increase in operating lease right-of-use assets, net | ||||||||
| Increase in accounts receivable, net of current portion | ( | ) | ||||||
| Increase in accounts payable | ||||||||
| Increase in accounts payable, related parties | ||||||||
| Decrease in contract liabilities | ( | ) | ||||||
| Decrease in other payables, related party | ( | ) | ||||||
| Decrease in operating lease liabilities | ( | ) | ||||||
| Increase in accrued expenses and other current liabilities | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of equipment | $ | ( | ) | $ | ||||
| Cash acquired from the acquisition of subsidiaries | ||||||||
| Net cash provided by investing activities | $ | $ | ||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common shares for cash | $ | $ | ||||||
| Proceeds from notes payable | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Payments on short-term borrowings | ( | ) | ||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
| For the fiscal years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash – beginning of period | ||||||||
| Effects of exchange rate changes on cash | ||||||||
| Cash – end of period | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
| For the fiscal years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of preferred shares as consideration for the acquisition of AI UltraProd | $ | 8,565,500 | $ | — | ||||
| Recognition of contingent consideration related to the acquisition of AI UltraProd | $ | 1,652,910 | $ | — | ||||
| Assets acquired and liabilities assumed in the acquisition of AI UltraProd: | ||||||||
| Increase in cash and equivalents | $ | 364,311 | $ | — | ||||
| Increase in accounts receivable, net | 526,855 | — | ||||||
| Increase in amounts due from related parties | 69,900 | — | ||||||
| Increase in inventories | 1,255,997 | — | ||||||
| Increase in prepayments and other current assets | 2,916,142 | — | ||||||
| Increase in equipment, net | 204,419 | — | ||||||
| Intangible assets, patent technology | 3,668,547 | — | ||||||
| Operating lease right-of-use assets, net | 27,803 | — | ||||||
| Increase in goodwill | 6,278,366 | — | ||||||
| Increase in accounts receivable, net of current portion | 438,284 | — | ||||||
| Total assets acquired | $ | 15,750,624 | $ | — | ||||
| Accounts payable assumed | 848,292 | — | ||||||
| Contract liabilities assumed | 357,123 | — | ||||||
| Short-term borrowings assumed | 2,165,228 | — | ||||||
| Operating lease liabilities, current portion | 23,231 | — | ||||||
| Accrued expenses and other current liabilities assumed | 98,472 | — | ||||||
| Amounts due to related parties assumed | 53,624 | — | ||||||
| Deferred tax liabilities | 550,282 | — | ||||||
| Total liabilities assumed | $ | 4,096,252 | — | |||||
| Non-controlling interests | $ | 719,376 | $ | — | ||||
| Redeemable non-controlling interests | 716,586 | — | ||||||
| Net assets acquired | $ | 10,218,410 | $ | — | ||||
| Non-cash financing activities: | ||||||||
| Accretions of redeemable NCI to redemption value | $ | (2,172 | ) | $ | — | |||
| Issuance of shares for accrued payroll | $ | 322,448 | $ | — | ||||
| Exchange of common shares for preferred shares | $ | 5,000 | $ | — | ||||
| Exchange of common shares for preferred shares, related party | $ | 42,100 | $ | 1,796 | ||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025
NOTE 1 – Summary of Significant Accounting Policies
Organization
SecureTech Innovations, Inc. (“SecureTech” or the “Company”) was incorporated in the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. On December 20, 2017, the Company amended its Articles of Incorporation to change its name to SecureTech Innovations, Inc.
The Company has established several wholly owned subsidiaries to support its strategic growth initiatives:
• |
| On November 19, 2021, and November 25, 2021, the Company formed Piranha Blockchain, Inc., a Wyoming corporation, and Piranha Blockchain, Ltd., an Anguilla-based international business company, respectively (collectively, “Piranha”). |
|
|
|
• |
| On January 27, 2025, the Company incorporated two additional Wyoming-based subsidiaries: Terra Nova Technologies, Inc. and Top Kontrol, LLC. |
|
|
|
• |
| On June 6, 2025, the Company formed AI UltraProd, Inc., also a Wyoming corporation. |
On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., the Company acquired 100% of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited owns a 90% equity interest in Zhejiang Jizhu Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (collectively, “AI UltraProd”).
SecureTech is a technology-focused company that develops and commercializes advanced solutions across several high-growth sectors, including artificial intelligence, industrial 3D printing and manufacturing, cybersecurity, and digital infrastructure. The Company’s business segments include:
• |
| AI UltraProd: Specializes in AI-powered industrial 3D manufacturing technologies. |
|
|
|
• |
| Piranha Blockchain: Develops Web3 security protocols, blockchain infrastructure, digital asset reserves and management systems, and cybersecurity solutions |
|
|
|
• |
| Top Kontrol: Offers a patented anti-theft and anti-carjacking system capable of autonomously disabling a vehicle during a carjacking attempt without requiring driver intervention. |
SecureTech’s mission is to develop and deploy innovative, real-world technologies that solve critical challenges across diverse industries. The Company is focused on advancing security, improving operational efficiency, and strengthening digital resilience through its portfolio of AI, blockchain, and cybersecurity solutions.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) for financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments that are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the fiscal years ended December 31, 2025, and 2024.
Use of Estimates
The accompanying financial statements of the Company have been prepared in accordance with US GAAP. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period
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necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2025 and 2024, the Company had no cash equivalents.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements,” and ASC 825, “Financial Instruments,” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level |
| Description |
|
|
|
Level 1 |
| Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
Level 2 |
| Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
Level 3 |
| Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Inventory and Cost of Sales
Inventories are stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell.
Deposits
Refundable deposits are carried on the Company’s balance sheet at their fair market refundable value under current assets.
Derivative Instruments
ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts, and records a net gain or loss on debt extinguishment.
Convertible Debt With Variable Conversion Options
The Company has issued a convertible note which contains variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001 per share, at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion, and records the put premium as interest expense.
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Equipment and Depreciation
Equipment is recorded at cost and is depreciated using the straight-line method over its estimated useful life in years as follows:
Machinery equipment | - |
|||
Computer software and equipment | - |
|||
Furniture, fixtures, and equipment | - |
|||
Leasehold improvements | Life of Lease | |||
Repair and maintenance costs are expensed as incurred. Costs associated with improvements that extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the asset's remaining useful life. Gains and losses on the disposition of equipment are reflected in operations. Depreciation is provided using the straight-line method over the assets' estimated useful lives.
Depreciation expenses totaled $42,765 and $983 for the fiscal years ended December 31, 2025 and 2024, respectively. Cumulative depreciation for each asset class is as follows:
| As of December 31, 2025 | As of December 31, 2024 | |||||||
| Machinery equipment | $ | $ | ||||||
| Computer, software, and equipment | ||||||||
| Furniture, fixtures, and equipment | ||||||||
| Equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Equipment, net | $ | $ | ||||||
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Consideration may be received before or after revenue is recognized; amounts received in advance are recorded as contract liabilities.
Revenue Recognition; ASC 606 Five-Step Model
Under ASC 606, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue as, or when, control of each performance obligation is transferred.
For services transferred over time, revenue is recognized based on progress toward satisfaction of the performance obligation. For performance obligations satisfied at a point in time, revenue is recognized when control passes to the customer.
Sales of Goods
The Company recognizes revenue from the sale of (i) robotic products and related hardware, (ii) derivative products, and (iii) Top Kontrol product line offerings when control of the goods transfers to the customer. For these arrangements, the Company’s performance obligation is satisfied upon completion of delivery and installation of the related hardware and software.
Hardware and software products are delivered using the Company’s employees and inventory purchased from third‑party vendors. The Company has concluded that it acts as the principal in these transactions because it controls the goods and services before they are transferred to the customer, is primarily responsible for fulfilling the promise to deliver and install the products, and bears the risk of loss while inventory is in transit. Accordingly, revenue is recognized on a gross basis at a point in time when control transfers to the customer.
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Robotic products and hardware equipment include systems used in construction, renewable energy, port logistics, and autonomous warehousing. Sales revenue also includes turnkey hardware and equipment solutions for AI computing centers, smart hospitals, smart campuses, smart water management systems, and other intelligent infrastructure applications.
Derivative products include specialized 3D printing materials (such as Geo Mix and Geo Add), customized 3D‑printed finished goods, and spare parts and accessories for 3D printing and other robotic systems.
Top Kontrol products represent sales from the Company’s legacy Top Kontrol product line.
The Company accepts returns only for defective or non‑conforming products due to manufacturing or workmanship issues, typically within 10–30 days of customer receipt. For the years ended December 31, 2025 and 2024, the Company was not aware of any material claims related to product returns. Warranty provisions as of December 31, 2025 and 2024 were immaterial.
Service Revenue
The Company generates service revenue from technical, consulting, and advisory services related to its robotic and hardware product offerings. These services include: (i) installation and commissioning of equipment; (ii) 3D engineering design services for 3D printing applications; (iii) on‑site technical support and professional training; (iv) solution design for AI computing centers; (v) intelligent transformation services for traditional sectors (such as smart hospitals, smart campuses, and smart water systems); and (vi) equipment upgrades, maintenance, and repair services.
Service arrangements are typically governed by tender documents or contracts that specify the transaction price, scope of services, and payment terms. Revenue from these services is recognized over time as the services are performed because the customer simultaneously receives and consumes the benefits of the Company’s performance. The primary performance obligation is the ongoing support and maintenance provided throughout the contract term, which is generally satisfied based on the passage of time. Standard payment terms are 30 days from the invoice date.
Software support and maintenance services are delivered using the Company’s employees and independent vendors. The Company has determined that it acts as the principal in these arrangements and therefore recognizes revenue on a gross basis.
Transaction prices are fixed and agreed upon before services are performed. Contracts do not include provisions for refunds or returns. For the year ended December 31, 2025, SecureTech was not aware of any material claims related to repair or inspection services.
Contracts with Multiple Performance Obligations
Certain customer contracts include a combination of equipment, materials, and services (for example, the sale of 3D printing robots bundled with design services, materials, installation, and training). For these arrangements, the Company identifies each distinct performance obligation and allocates the transaction price based on the relative standalone selling prices of each component. Revenue is recognized for each performance obligation when the related goods or services are transferred to the customer.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
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Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Principles of Consolidation
A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.
The accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries. Subsidiaries are entities over which the Company has control. Control is achieved when the Company has power over the investee, is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect those returns.
Subsidiaries are consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee if facts and circumstances indicate changes to one or more of the three elements of control listed above.
All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiaries acquired are recorded in the consolidated statements of operations from the effective date of acquisition, as appropriate.
The accompanying consolidated financial statements include the accounts of the following majority-owned subsidiaries as of December 31, 2025:
Subsidiaries (Entity Name) |
|
Jurisdiction |
| SecureTech Ownership |
|
Principal Activities |
|
|
|
|
|
|
|
AI UltraProd, Inc. |
| Wyoming |
| 100.0% |
| US holding company for AI 3D printing and additive manufacturing assets |
Aiultraprod Group Limited |
| Hong Kong |
| 100.0% |
| IP holding & Asia-Pacific sales hub |
Zhejiang Jizhu Technology Company Limited |
| PRC |
| 90.0% (indirect) |
| R&D, 3D printing, robotics manufacturing, and materials |
Jizhu Technology (Huzhou) Company Limited |
| PRC |
| 89.3% (indirect) |
| Scientific research and technical services |
Piranha Blockchain, Inc. |
| Wyoming |
| 100.0% |
| Cybersecurity & blockchain platforms |
Piranha Blockchain, Ltd. |
| Anguilla |
| 100.0% |
| International digital-asset services |
Terra Nova Technologies, Inc. |
| Wyoming |
| 100.0% |
| Top Kontrol brand holding entity |
Top Kontrol, LLC |
| Wyoming |
| 100.0% |
| Anti-theft/anti-carjacking systems |
Acquisition of AI UltraProd Group of Companies
On June 23, 2025, the Company, through its wholly owned subsidiary AI UltraProd, Inc., acquired 100 percent of the equity of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited holds 90 percent of Zhejiang Jizhu Technology Company Limited (“Jizhu PRC”), which in turn holds 80.4 percent of Jizhu Technology (Huzhou) Company Limited (“Jizhu Huzhou”).
The transaction was completed entirely through the issuance of equity securities. It was accounted for as a business combination under ASC 805, Business Combinations. In accordance with ASC 810‑10, Consolidation, the Company evaluated its relationships with each entity in the acquired group to determine whether consolidation was required. Control exists when an investor (i) has the power to direct the activities of an entity that most significantly affect its economic performance, (ii) is exposed to or has rights to variable returns from its involvement with the entity, and (iii) has the ability to use its power to affect those returns.
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The Company determined that it holds, directly or indirectly, a controlling financial interest in each of the acquired entities because it owns more than 50 percent of the voting equity and has the ability to appoint the majority of board members and direct key operating and financial policies. Accordingly, the Company consolidates Aiultraprod Group Limited, Jizhu PRC, and Jizhu Huzhou from the acquisition date forward.
The portion of equity interests in consolidated subsidiaries not attributable, directly or indirectly, to the Company is presented as non‑controlling interests (“NCI”) or redeemable non-controlling interests (“Redeemable NCI”) in the consolidated balance sheets and statements of operations, in accordance with ASC 810. NCI acquired in a business combination are initially measured at fair value as of the acquisition date. Redeemable NCI that contains redemption features not solely within the control of the Company are classified outside of permanent equity as Redeemable NCI in the mezzanine section of the consolidated balance sheets in accordance with ASC 480-10-S99, Distinguishing Liabilities from Equity. Subsequent to initial recognition, the Company adjusts the carrying amount of Redeemable NCI to the greater of (i) the carrying amount adjusted for the NCI holders’ share of the subsidiary’s earnings or losses, contributions, and distributions, or (ii) the redemption value applicable at the reporting date per relevant contract terms. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.
The results of operations of the acquired entities are included in the Company’s consolidated statements of operations beginning June 23, 2025. The allocation of the purchase price resulted in recognition of $6,278,366 of goodwill, as described in Note 3, and $1,652,910 of contingent consideration related to a potential issuance of Series A Preferred Stock.
On July 14, 2025, Jizhu PRC acquired an additional 8.9% interest in Jizhu Huzhou from a minority shareholder in exchange for a one-time cash payment of 100,000 RMB (~US$14,030).
Foreign Currency Translation and Transactions
The Company presents its financial information in United States Dollars (“USD”). The functional currency for the Company is USD, while its Hong Kong subsidiary uses Hong Kong Dollars (“HKD”) as its functional currency, and the PRC subsidiaries use RMB. The assessment of each entity’s functional currency is performed according to the requirements of Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters.
In the consolidated financial statements, transactions conducted in currencies other than the applicable functional currencies are recorded using exchange rates effective on the transaction dates. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains and losses are included in the consolidated statements of loss and comprehensive income for the period in which they arise.
Entities in the PRC use RMB as their functional currency, while those in Hong Kong use HKD. Financial statements are translated into USD with assets and liabilities at period-end rates, revenue and expenses at average rates, and shareholders’ equity at historical rates. Translation adjustments are shown as a separate item in accumulated other comprehensive loss under shareholders’ equity.
The following exchange rates are used for translation:
|
| For the fiscal year ended December 31, 2025 | ||
Currency Exchange |
|
Period End |
|
Average Rate |
|
|
|
|
|
USD to RMB |
| 6.9931 |
| 7.1235 |
USD to HKD |
| 7.7833 |
| 7.7994 |
Mezzanine Equity
Where equity interests are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the Company, and upon such events, the share would become redeemable at the option of the holders, they are classified as mezzanine equity (temporary equity). The purpose of this classification is to convey that such a security
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may not be permanently part of equity and could result in a demand for cash or other assets of the entity in the future. The Company accretes the redeemable equity interests to their redemption value, which is purchase price plus interest per year over the period since issuance to the redemption date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.
Redeemable noncontrolling interests represent redeemable equity interests issued by the Company’s subsidiary to certain investors, and have been classified as mezzanine noncontrolling interests in the consolidated financial statements as these redeemable interests represent a put option that gives these investors the right to put the interest of the Company’s subsidiary for a certain rate of return. Pursuant to ASC 480-10, the investment is currently redeemable, but not mandatorily redeemable because of the uncertainty related to whether the holder will elect redemption. The process of adjusting non-controlling interests to its redemption value should be performed after attribution of the subsidiary’s net income or loss pursuant to ASC 810. The carrying amount of non-controlling interests will equal the higher of (i) its initial fair value adjusted by accumulated earnings/losses associated with the non-controlling interest or (ii) the redemption value as of the balance sheet date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.
Fiscal Year
The Company elected December 31st for its fiscal year end.
Reclassification
Certain prior period amounts have been reclassified to conform to current presentation.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard-setting bodies. The Company adopts each pronouncement as of its specified effective date. Unless otherwise described below, the Company does not expect pronouncements that have been issued but are not yet effective to have a material impact on its consolidated financial position, results of operations or cash flows upon adoption.
Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosure requirements of ASU 2023-07 apply to all public entities, including those with a single reportable segment. The Company adopted ASU 2023-07 effective January 1, 2024 on a retrospective basis. Adoption resulted solely in expanded disclosures, which are presented in Note 10 — Segment Information, and did not affect the Company’s consolidated financial position, results of operations or cash flows.
In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements — Amendments to Remove References to the Concepts Statements (“ASU 2024-02”), which removes references to the FASB’s concepts statements from the FASB Accounting Standards Codification. The Company adopted ASU 2024-02 effective January 1, 2025. Adoption did not have a material impact on the Company’s consolidated financial statements or disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires an entity to disclose, on an annual basis:
(i)a reconciliation of its reported income tax expense (benefit) to the amount computed by applying the statutory income tax rate of its jurisdiction of domicile to income (loss) from continuing operations before income taxes, presented in both percentages and reporting-currency amounts using the specific categories prescribed by the standard, with each reconciling item within those categories that equals or exceeds five percent of the amount computed by multiplying income (loss) from continuing operations before income taxes by that statutory rate disaggregated by nature and, in the case of foreign tax effects, further disaggregated by jurisdiction;
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(ii)income taxes paid, net of refunds received, disaggregated between federal, state and foreign, and by individual jurisdiction in which income taxes paid, net of refunds received, equals or exceeds five percent of total income taxes paid, net of refunds received; and
(iii)income (loss) from continuing operations before income taxes disaggregated between domestic and foreign, and income tax expense (benefit) from continuing operations disaggregated between federal, state and foreign.
ASU 2023-09 is effective for annual periods beginning after December 15, 2024, and is applied on a prospective basis, with retrospective application permitted. The Company adopted ASU 2023-09 effective January 1, 2025 on a prospective basis.
Adoption of ASU 2023-09 did not change the amount of income tax expense recognized by the Company or any amount reported in the consolidated balance sheets, the consolidated statements of operations and comprehensive income (loss), the consolidated statements of changes in stockholders’ equity (deficit) or the consolidated statements of cash flows for any period presented. Adoption resulted solely in expanded disclosures, which are presented in Note 13 — Income Taxes. Consistent with the prospective transition method, the disclosures required by ASU 2023-09 are presented for the year ended December 31, 2025, and the corresponding disclosures for the year ended December 31, 2024 continue to be presented in accordance with the requirements in effect prior to adoption.
Recently Issued Accounting Pronouncements Not Yet Adopted
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements of various subtopics in the FASB Accounting Standards Codification and aligns those requirements with the SEC’s regulations. The effective date for each amendment is the date on which the SEC removes the related requirement from Regulation S-X or Regulation S-K. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements but does not expect the impact to be material.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. Early adoption of ASU 2024-03 is permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides (1) all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets and (2) entities other than public business entities with an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently reviewing the provisions of this guidance, has not yet adopted the standard, and does not currently expect adoption of ASU 2025-05 to have a material effect on the consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the consolidated balance sheets, statements of operations, and cash flows.
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NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS
As disclosed in Item 4.02 of our Form 8-K filed on August 5, 2026, we have restated our previously issued audited consolidated financial statements as of and for the year ended December 31, 2025 (the “Affected Annual Period”), including the related consolidated balance sheets, statements of operations, statements of changes in stockholders’ deficit, and statements of cash flows, together with the related notes to the consolidated financial statements. The Board of Directors also concluded that the Company’s previously issued unaudited interim financial statements for the periods ended June 30, 2025, September 30, 2025 and March 31, 2026 should no longer be relied upon; the corrections to those interim periods are reflected in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and are not presented in this Note.
We determined that the restatement was necessary following the identification of errors in the application of U.S. GAAP related to the presentation and accounting for long-term accounts receivable and redeemable non-controlling interest (“Redeemable NCI”) in the previously issued consolidated financial statements. The restatement corrects these errors and the resulting effects on the consolidated financial statements for the Affected Annual Period. The specific nature of the errors and the related adjustments are described below:
(1) Accounts Receivable, Current and Non-current Portions
The Company did not appropriately classify the portion of accounts receivable that was expected to be collected more than one year after the balance sheet date as non-current. As a result, the previously issued consolidated balance sheet did not appropriately present the amounts as “Accounts receivable, non-current portion.” The restatement corrects the classification of accounts receivable between current and non-current assets.
(2) Redeemable Non-controlling Interest and Non-controlling Interest
The Company did not appropriately classify the non-controlling interest subject to redemption provisions as redeemable non-controlling interest in accordance with U.S. GAAP. As a result, the previously issued consolidated balance sheet did not appropriately present the Redeemable NCI as mezzanine equity. The restatement corrects the classification of the Redeemable NCI from non-controlling interest to redeemable non-controlling interest, and corrects the allocation of net income between the Redeemable NCI and the non-redeemable non-controlling interests.
(3) Goodwill
As a result of the correction to the accounting and measurement of the Redeemable NCI, the fair value of the Redeemable NCI attributable to the applicable acquisition was misstated in the previously issued consolidated financial statements. This resulted in a corresponding misstatement of goodwill. The restatement corrects the measurement of the Redeemable NCI and the related amount of goodwill.
(4) Additional Paid-in Capital
As a result of the correction to the accounting and measurement of the Redeemable NCI, the previously recorded accretion of the Redeemable NCI and the related amounts recorded in additional paid-in capital (“APIC”) were misstated. The restatement corrects the accretion of the Redeemable NCI and the related APIC balances.
As a result of the errors described above, our previously issued audited consolidated financial statements for the Affected Annual Period were materially misstated. We have corrected these errors in the accompanying financial statements as of and for the year ended December 31, 2025. The impact of these corrections on our consolidated financial statements for the Annual Period is presented below.
The Restatement did not change total revenues, total operating expenses, income before income taxes, the provision for income taxes, net profit before allocation to non-controlling interests, or the net increase in cash for the year ended December 31, 2025. The Restatement changed the allocation of net profit between the Redeemable NCI and the non-redeemable non-controlling interests, the classification of accounts receivable between current and non-current assets, the classification of the Redeemable NCI outside of permanent equity, and the carrying amounts of goodwill and APIC. Net profit attributable to SecureTech shareholders was unchanged at $
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The Company assessed the materiality of the errors in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108 and concluded that the errors were material to the previously issued consolidated financial statements for the Annual Period. The related control deficiency and management’s remediation plan are described in Item 9A — Controls and Procedures.
Restated Audited Consolidated Balance Sheet as of December 31, 2025 — revised lines
| As Previously Reported on 10-K | Restatement Adjustment | Adjustment Note | As Restated | |||||||||||||
| Current assets: | ||||||||||||||||
| Accounts receivable, net | $ | $ | ( | ) | 1 | $ | ||||||||||
| Prepayments and other current assets | $ | $ | a | $ | ||||||||||||
| Total current assets | $ | $ | ( | ) | $ | |||||||||||
| Non-current assets: | ||||||||||||||||
| Accounts receivable, net of non-current portion | $ | $ | 1 | $ | ||||||||||||
| Goodwill | $ | $ | 3 | $ | ||||||||||||
| Total non-current assets | $ | $ | $ | |||||||||||||
| Total assets | $ | $ | $ | |||||||||||||
| Mezzanine equity: | ||||||||||||||||
| Redeemable non-controlling interest | $ | $ | 2 | $ | ||||||||||||
| Stockholders’ equity (deficit): | ||||||||||||||||
| Additional paid in capital | $ | $ | 4 | $ | ||||||||||||
| Accumulated other comprehensive loss | $ | $ | a | $ | ||||||||||||
| Total equity attributable to: | ||||||||||||||||
| SecureTech shareholders | $ | $ | 2 | $ | ||||||||||||
| Non-controlling interests | $ | $ | ( | ) | 2 | $ | ||||||||||
| Total stockholders’ equity (deficit) | $ | $ | ( | ) | $ | |||||||||||
(a)Represents a $2 rounding difference within prepayments and other current assets and a $3 rounding difference within accumulated other comprehensive income (loss), in each case arising in connection with the restatement adjustments described above. These amounts are individually and in the aggregate immaterial to the consolidated financial statements.
Restated Audited Consolidated Statement of Operations — revised lines
| As Previously Reported on 10-K | Restatement Adjustment | Adjustment Note | As Restated | |||||||||||||
| Net profit (loss) before allocation to non-controlling interests | $ | $ | $ | |||||||||||||
| Less: Net profit attributable to redeemable non-controlling interests | $ | $ | 2 | $ | ||||||||||||
| Less: Net profit attributable to non-controlling interests | $ | $ | ( | ) | 2 | $ | ||||||||||
| Net profit (loss) attributable to SecureTech shareholders | $ | $ | $ | |||||||||||||
Restated Audited Consolidated Statement of Changes in Stockholders’ Equity (Deficit) — new table
The following table presents the effect of the Restatement on the consolidated statement of changes in stockholders’ equity (deficit) for the year ended December 31, 2025. Only the captions affected by the Restatement are presented; all other captions were unchanged.
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| As Previously Reported on 10-K | Restatement Adjustment | Adjustment Note | As Restated | |||||||||||||
| Issuance of preferred shares for acquisition (non-controlling interests) | $ | $ | ( | ) | 2 | $ | ||||||||||
| Issuance of preferred shares for acquisition (total) | $ | $ | ( | ) | 2 | $ | ||||||||||
| Foreign currency translation adjustments (other comprehensive income) | $ | $ | a | $ | ||||||||||||
| Accretions of redeemable NCI to redemption value (additional paid-in capital) | $ | $ | 4 | $ | ||||||||||||
| Net gain (loss) (non-controlling interests) | $ | $ | ( | ) | 2 | $ | ||||||||||
| Net gain (loss) (total) | $ | $ | ( | ) | 2 | $ | ||||||||||
| Balance as of December 31, 2025 (additional paid in capital) | $ | $ | 4 | $ | ||||||||||||
| Balance as of December 31, 2025 (accumulated other comprehensive income) | $ | $ | a | $ | ||||||||||||
| Balance as of December 31, 2025 (SecureTech shareholders) | $ | $ | $ | |||||||||||||
| Balance as of December 31, 2025 (non-controlling interests) | $ | $ | ( | ) | 2 | $ | ||||||||||
| Balance as of December 31, 2025 (total) | $ | $ | ( | ) | $ |
(a)Represents the $3 rounding difference within accumulated other comprehensive income referred to in the reconciliation of the consolidated balance sheet above, presented both as an adjustment to the foreign currency translation adjustments recorded during the year and in the corresponding ending balance. This amount is immaterial to the consolidated financial statements.
The Redeemable NCI is presented outside of permanent equity and accordingly is not included in the consolidated statement of changes in stockholders’ equity (deficit). See Note 16 — Redeemable Non-controlling Interest.
Restated Audited Consolidated Statement of Cash Flows — revised lines
| As Previously Reported on 10-K | Restatement Adjustment | Adjustment Note | As Restated | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||||
| Changes in operating assets and liabilities: | ||||||||||||||||
| Increase in accounts receivable | $ | ( | ) | $ | 1 | $ | ( | ) | ||||||||
| Increase in accounts receivable, net of current portion | $ | $ | ( | ) | 1, a | $ | ( | ) | ||||||||
| Increase in accrued expenses and other current liabilities | $ | $ | ( | ) | a | $ | ||||||||||
| Net cash used in operating activities | $ | ( | ) | $ | $ | ( | ) | |||||||||
(a)Represents a $2 rounding difference within the change in accrued expenses and other current liabilities and a $1 rounding difference arising from the reclassification of accounts receivable between current and non-current portions described in (1) above, which together account for the $3 change in net cash used in operating activities and in the net increase in cash. These amounts are individually and in the aggregate immaterial to the consolidated financial statements.
Supplemental disclosure of non-cash financing activities: accretion of the redeemable non-controlling interest recorded against additional paid-in capital was $2,172 for the year ended December 31, 2025.
NOTE 3 – GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Historically, the Company has experienced negative cash flows from operations. As of December 31, 2025, however, the Company reported net income attributable to shareholders of $
86
Despite these improvements, the Company’s ability to continue as a going concern is dependent upon successfully executing its growth strategy, maintaining profitability, and securing additional financing to fund working capital requirements and strategic initiatives. Current liabilities of $6,372,234 exceed cash on hand, and management anticipates the need for bridge financing, longer‑term debt facilities, and/or equity issuances to support operations, planned uplisting to a national exchange, and the spin‑off of Top Kontrol.
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management is actively pursuing financing arrangements and implementing cost controls to mitigate these uncertainties. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4 – GOODWILL
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. As of December 31, 2025, the Company’s goodwill balance was $
The goodwill is attributable primarily to the expected synergies from integrating AI UltraProd’s proprietary technologies, assembled workforce, and established market presence with the Company’s existing operations.
In accordance with ASC 350, goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate the asset might be impaired. As of December 31, 2025, no impairment indicators were identified. The Company expects to perform its next annual goodwill impairment assessment during the fiscal year ended December 31, 2026.
NOTE 5 – INVENTORIES, NET
Inventory is stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell. The following table summarizes the Company’s inventories as of December 31, 2025 and 2024:
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| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Inventories: | ||||||||
| Raw materials and work-in-progress | $ | $ | ||||||
| Finished goods | ||||||||
| Gross inventories | ||||||||
| Inventory valuation reserves | — | — | ||||||
| Inventories, net | $ | $ | ||||||
NOTE 6 – ACCOUNTS RECEIVABLE
Accounts receivables, net consist of the following:
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Accounts receivable | $ | 3,118,318 | $ | — | ||||
| Allowance for credit losses | — | — | ||||||
| Total accounts receivable, net | $ | $ | — | |||||
| Accounts receivable, current portion | $ | $ | — | |||||
| Accounts receivable, non-current portion | $ | $ | — | |||||
NOTE 7 – CONTRACT LIABILITIES
The Company’s contract liabilities primarily relate to unsatisfied performance obligations when payment has been received from customers before the Company’s products or services are delivered. Contract liabilities amounted to $
Contract liabilities consist of the following:
|
| As of December 31, | ||
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|
2025 |
|
2024 |
|
|
|
|
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Contract liabilities | $ | 164,336 | $ | - |
NOTE 8 – SHORT-TERM BORROWINGS
As of December 31, 2025, the Company’s subsidiary AI
UltraProd had one-year loans with a total principal amount of RMB
Short-term borrowings are as follows:
| As of December 31, | ||||||||
| 2025 | 2024 | |||||||
| Unsecured short-term borrowings from PRC banks | $ | 2,499,607 | $ | — | ||||
| Total short-term borrowings, net | $ | 2,499,607 | $ | — | ||||
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NOTE 9 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company has authorized shares of preferred stock, par value. The Company’s Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and sinking fund terms.
On May 31, 2023, the Company’s Board of Directors created a new class of preferred stock designated as Series A Preferred Stock, $0.001 par value. The Company may issue up to shares of Series A Preferred Stock with the following terms, rights, and privileges:
Designation and Amount |
| This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to two-hundred fifty thousand (250,000) shares of this Preferred Stock. |
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Rank |
| The Preferred Stock shall rank superior to the Corporation’s common stock and all other classes, including currently outstanding or future preferred stock designations. |
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Dividends |
| The Preferred Stock is eligible for all legal dividends as may be approved by the Corporation’s Board of Directors. If a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully diluted, pro-rata basis with the other classes of stock participating in said dividend. |
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Voting Rights |
| Holders of the Preferred Stock shall have the right to vote on all matters with holders of common stock (and other eligible classes of preferred stock, if any) by aggregating votes into one (1) voting class of stock. Each share of Preferred Stock shall have ten thousand (10,000) votes for any election or other voting matter placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter. |
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Redemption by the Company |
| After a minimum period of one (1) year from the date of issue the Company may, at its sole discretion, redeem some or all of the Preferred Stock in either cash (the then market value), the Company’s common stock at a fixed ratio of ten thousand (10,000) shares of common stock for each share of Preferred Stock redeemed, or a combination thereof. |
Series A Preferred Stock Issuances
During the fiscal year ended December 31, 2024, the Company issued Series A Preferred Stock shares pursuant to Share Exchange Agreements with one related party stockholder. On December 31, 2024, the Company had one class of preferred stock, Series A Preferred Stock, and shares of it issued and outstanding.
During the fiscal year ended December 31, 2025, the Company issued an aggregate of shares of Series A Preferred Stock pursuant to four Share Exchange Agreements; 500 shares of Series A Preferred Stock were issued to two unrelated party stockholders, and 4,210 shares of Series A Preferred Stock were issued to two related party stockholders.
The Company also issued 185 shares of its Series A Preferred Stock in
conjunction with its acquisition of 100% of Aiultraprod Group Limited. These shares were valued at US $
89
As of December 31, 2025, the Company had one class of preferred stock, Series A Preferred Stock, and shares of it issued and outstanding.
Common stock
The Company has authorized shares of common stock with a par value of $0.001 per share.
Share Issuances for Settlement of Accrued Payroll
During the fiscal year ended December 31, 2025, the Company issued
Share Exchange and Cancellations
During the fiscal year ended December 31, 2024, the Company entered into two Share Exchange Agreements with a related party whereby it issued shares of its Series A Preferred Stock in exchange for an aggregate of shares of its common stock. These share exchanges were part of the Company’s ongoing Share Reduction Program. The Company recorded a $
During the fiscal year ended December 31, 2025, the Company issued an aggregate of 4,710 shares of Series A Preferred Stock in exchange for an aggregate of shares of its common stock pursuant to Share Exchange Agreements; 500 shares of Series A Preferred Stock were issued to two unrelated party stockholders, and 4,210 shares of Series A Preferred Stock were issued to two related party stockholders.
All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.
Share Issuances to Consultants
During the fiscal year ended December 31, 2025, the Company issued an aggregate of shares of common stock to three consultants as compensation in lieu of cash. These shares were valued at an aggregate of $
Share Issuances for Cash
During the fiscal ended December 31, 2023, the Company sold an aggregate of shares of its common stock, $0.001 par value, in exchange for $
During the fiscal year ended December 31, 2025, the Company issued an aggregate of shares of common stock to one investor in exchange for $
As of December 31, 2025, the Company had shares of common stock issued and outstanding.
Contingent Consideration
On June 23, 2025, as part of the Company’s 100% acquisition of Aiultraprod Group Limited and related to the Acquisition and Stock Purchase Agreement, a provision was established for the potential issuance of additional Series A Preferred Stock. If all parties to the transaction unanimously agree to waive the intended spin-off of AI UltraProd, Inc. (WY) as a separate NYSE or NASDAQ-listed entity in the future, the Company would be required to issue an additional 357 shares of Series A Preferred Stock, $0.001 par value, under the no spin-off earnout provision.
Based on the terms, the instrument is classified in equity, and accordingly was measured at its fair value at the acquisition date and will not be subsequently remeasured. As of the transaction date, the Company assessed a 10% probability that all parties would agree to exercise this provision. Consequently, contingent consideration was recorded in the amount of , calculated as potential shares multiplied by the share price and the 10% likelihood factor.
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NOTE 10 – SEGMENT INFORMATION
The Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), evaluates the Company’s financial performance and allocates resources based on a consolidated view of the business. Consequently, the Company operates as a single reportable segment under the guidelines of ASC 280, Segment Reporting. The CODM classifies this segment as Consumer Goods.
The Company’s operations, which include marketing, purchasing and procurement, and research and development, are managed centrally. The CODM assesses financial performance using metrics such as revenue, operating profit, and key operating expenses, which are outlined below as the primary cost components for evaluating the Company’s performance.
Additionally, the CODM measures income generated from the Company’s assets by focusing on net income as a key performance indicator. This metric is used to assess the return on assets and supports strategic decision-making.
| For the Fiscal Years Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue from external customers | $ | $ | ||||||
| Reconciliation of revenue: | ||||||||
| Less: Cost of goods sold | ||||||||
| Segment gross profit | $ | $ | ||||||
| Less: | ||||||||
| Salaries and payroll | ||||||||
Other segment items(1) | ||||||||
| Segment net profit (loss) | $ | $ | ( | ) | ||||
| Reconciliation of loss: | ||||||||
| Other expense, net | ( | ) | ( | ) | ||||
| Net profit (loss) before income taxes | $ | $ | ( | ) | ||||
Other segment items comprising segment net loss include depreciation and amortization expenses, professional fees, marketing expenses, occupancy expenses, travel expenses, research and development expenses, and certain overhead expenses.
NOTE 11 – RELATED PARTY TRANSACTIONS
Founder’s Shares
On March 2, 2017, the Company issued an aggregate of shares of its common stock, $0.001 par value, as Founder’s Shares with $-0- value.
Of these Founder’s Shares, were issued to the Company’s officers, to an entity controlled by one of the Company’s directors, and to outside consultants who assisted with the Company’s formation and early organization.
As of December 31, 2025, an aggregate of Founder’s Shares have been returned to the Company and canceled, including pursuant to a series of Share Exchange Agreements described below.
Share Exchange and Cancellations
During the fiscal year ended December 31, 2023, the Company entered into a Share Exchange Agreement with one of its Founders, Kao Lee, whereby it issued shares of its Series A Preferred Stock in exchange for an aggregate of 25,000,000 shares of its common stock.
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During the fiscal year ended December 31, 2024, the Company entered into two Share Exchange Agreements with a related party whereby it issued 10,200 shares of its Series A Preferred Stock in exchange for an aggregate of 101,795,774 shares of its common stock. These share exchanges were part of the Company’s ongoing Share Reduction Program. The Company recorded a $51,057 loss due to the issuance of additional Series A Preferred Shares based on the market’s closing price of $0.25 a share of the Company’s common stock on the date of the issuance.
During the fiscal year ended December 31, 2025, the Company entered into Share Exchange Agreements with two of its Founders, Kao Lee and Abdikarim Farah, whereby it issued an aggregate of 4,210 shares of its Series A Preferred Stock in exchange for an aggregate of 42,100,000 shares of its common stock.
All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.
Accrued Payroll
During the fiscal year ended December 31, 2025, the Company issued
As of December 31, 2025, the Company had aggregated $
As of December 31, 2024, the Company had aggregated $322,448 in related party accrued payroll, consisting of $
Amounts Due to Related Parties and Imputed Interest
As of December 31, 2025, the Company had notes payable due to related parties aggregating $
As of December 31, 2024, the Company had outstanding non-interest
bearing notes payable to a related party aggregating $
Convertible Debt Conversion with Related Party
On October 23, 2024, the Company entered into an agreement converting $50,000 in past due accounts payable to a related party into a non-interest-bearing $50,000 convertible promissory note maturing on April 23, 2025.
Subsequently, on October 24, 2024, the note holder converted the outstanding $
Following this note conversion, on October 25, 2024, the Company and the original note holder signed a Share Exchange Agreement in which 100,000,000 shares of the Company's common stock were exchanged for 10,000 shares of its Series A Preferred Stock, $0.001 par value. No gain or loss was recorded within the terms of these agreements.
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Patent Royalties
On March 2, 2017, the Company entered into a Patent License Agreement with Shongkawh, LLC, which is controlled by our executive officers Kao Lee and Anthony Vang (and directly owned by Mr. Lee and his brother, Thao Lee). Under this agreement, ShongKawh is to receive a royalty of
On March 13, 2024, the Company and Shongkawh amended the Patent License Agreement to adjust royalty payments due under this agreement to $1 per annum, payable within ten business days of the end of each fiscal year.
Amounts Due From Related Parties
During the fiscal year ended December 31, 2025, Aiultraprod Group Limited, a subsidiary acquired on June 23, 2025, advanced $
NOTE 12 – PREPAYMENTS AND OTHER ASSETS
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Advances to suppliers | $ | $ | ||||||
| Deductible VAT | ||||||||
| Deposits | ||||||||
| Prepayments and other assets | $ | $ | ||||||
Advances to suppliers of $3,347,251 primarily relate to deposits for components, materials, and manufacturing services expected to be received and utilized within the next 12 months. Management monitors supplier performance and credit risk and evaluates advances for impairment if recovery becomes doubtful.
NOTE 13 - INCOME TAXES
The components of the Company’s net income (loss) before income taxes are as follows:
| For the year ended December 31, | ||||||||||
| 2025 | 2024 | |||||||||
U.S. federal | $ | ( | ) | $ | ( | ) | ||||
Foreign | ||||||||||
Total | $ | $ | ( | ) | ||||||
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The Company’s provision for income taxes consisted of:
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Current income tax expense: | ||||||||
| U.S. federal | $ | — | $ | — | ||||
| U.S. state | — | — | ||||||
| Foreign | — | — | ||||||
| Total current income tax expense | $ | — | $ | — | ||||
| Deferred income taxes: | ||||||||
| U.S. federal | $ | — | $ | — | ||||
| U.S. state | — | — | ||||||
| Foreign | ( | ) | — | |||||
| Total deferred income taxes | $ | ( | ) | $ | — | |||
The Company’s deferred tax assets and liabilities as of December 31, 2025 and 2024 are attributable to the following:
| For the year ended December 31, | |||||||||
| 2025 | 2024 | ||||||||
| Deferred tax assets: | |||||||||
| Lease liability | $ | $ | |||||||
| Deductible advertising expense carryforwards (PRC) | |||||||||
| Fair value change on notes payable | |||||||||
| Net operating loss carryforwards | |||||||||
| Valuation allowance | ( | ) | ( | ) | |||||
| Total deferred tax assets | $ | 145,641 | $ | — | |||||
| Deferred tax liabilities: | |||||||||
| Intangible assets identified from acquisition | $ | ( | ) | $ | |||||
| Right-of-use-assets | ( | ) | |||||||
| Total deferred tax liabilities | $ | (576,654 | ) | $ | — | ||||
| Net deferred tax assets | $ | $ | |||||||
| Net deferred tax liabilities | $ | ( | ) | $ | |||||
Following the adoption of ASU 2023-09 described in Note 1, a reconciliation of income tax expense computed by applying the U.S. federal statutory income tax rate to income before income taxes, to the Company’s reported income tax expense (benefit), for the year ended December 31, 2025 is as follows. Each reconciling item that equals or exceeds five percent of the amount computed by multiplying income before income taxes by the U.S. federal statutory rate (approximately $900 for the year ended December 31, 2025) is presented separately by nature, and foreign tax effects are presented by jurisdiction.
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| For the year ended December 31, 2025 | ||||||||
| Amount | % | |||||||
| Income before income taxes | $ | |||||||
| Income tax expense computed by applying the U.S. federal statutory rate of 21% to income before income taxes | $ | 21.0 | % | |||||
| State and local income tax, net of federal income tax effect | — | |||||||
| Foreign tax effects: | ||||||||
| Statutory rate differential (PRC) | 47.0 | % | ||||||
| Statutory rate differential (Hong Kong) | 0.7 | % | ||||||
| Total statutory rate differential | 47.7 | % | ||||||
| Preferential high and new technology enterprise rate (PRC) | ( | ) | (155.8 | %) | ||||
| Total foreign tax effects | ( | ) | (108.1 | %) | ||||
| Nontaxable or nondeductible items: | ||||||||
| Non-deductible expenses (PRC) | 54.9 | % | ||||||
| Changes in valuation allowances: | ||||||||
| Current year increase in valuation allowance | 297.6 | % | ||||||
| Utilization of prior year tax losses | ( | ) | (234.6 | %) | ||||
| Recognition of previously unrecognized deferred tax assets | ( | ) | (134.8 | %) | ||||
| Total changes in valuation allowances | (61,516 | ) | (71.8 | %) | ||||
| Other: | ||||||||
| Reversal of deferred tax liability arising from business combination | ( | ) | (32.1 | %) | ||||
| Deferred tax effect of operating leases | ( | ) | (1.1 | %) | ||||
| Income tax expense (benefit) | $ | ( | ) | (137.2 | %) | |||
In accordance with the prospective transition method, the reconciliation for the year ended December 31, 2024 is presented under the disclosure requirements in effect prior to the adoption of ASU 2023-09:
| For the year ended December 31, 2024 | ||||||||
| Amount | % | |||||||
| Loss before income taxes | $ | (409,440 | ) | |||||
| Income tax benefit at U.S. federal statutory rate of 21% | $ | (85,982 | ) | 21.0 | % | |||
| Change in valuation allowance | 85,982 | (21.0 | %) | |||||
| Income tax expense (benefit) | $ | — | -% | |||||
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Income taxes paid, net of refunds received, disaggregated between federal, state and foreign jurisdictions, was as follows:
For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| U.S. federal | $ | — | $ | — | ||||
| U.S. state | — | — | ||||||
| Foreign (PRC) | — | — | ||||||
| Foreign (Hong Kong) | — | — | ||||||
| Total income taxes paid, net of refunds received | $ | — | $ | — |
No individual foreign jurisdiction accounted for five percent or more of total income taxes paid, net of refunds received, for either period presented.
Summary of the Company’s tax valuation allowance:
| For the year ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Beginning balance | $ | $ | 274,077 | |||||
| Increase in valuation allowance | 85,982 | |||||||
| Foreign exchange impact | — | |||||||
| Ending balance | $ | $ | 360,059 | |||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares canceled during the period are weighted for the portion of the period that they were outstanding. Diluted earnings (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed conversion of all outstanding convertible securities. Diluted earnings (loss) per share were the same as basic net income (loss) per share for the fiscal year ended December 31, 2024, as shares issuable upon the conversion of the then-outstanding convertible securities were anti-dilutive as a result of the net loss incurred for those periods.
96
The table below sets forth the computation of basic and diluted earnings (loss) per share:
| For the fiscal years ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net income (loss) attributable to SecureTech shareholders | $ | $ | ( | ) | ||||
| Add: accretion of redeemable non-controlling interest to redemption value | $ | 2,172 | ||||||
| Net income (loss) available to common stockholders | $ | 114,949 | (409,449 | ) | ||||
| Denominator: | ||||||||
| Basic – weighted average shares outstanding | ||||||||
| Effect of dilutive securities: | ||||||||
| Convertible note | ||||||||
| Series A preferred shares | ||||||||
| Diluted – weighted average shares outstanding | ||||||||
| Earnings (loss) per share: | ||||||||
| Earnings (loss) per share: Basic | $ | * | $ | ( | ) | |||
| Earnings (loss) per share: Diluted | $ | * | $ | ( | ) | |||
* Less than US$0.005
NOTE 15 – CONVERTIBLE DEBT AND DERIVATIVE LIABILITY
CFI Capital LLC Convertible Note
On September 18, 2025, the Company issued a $
The total gross proceeds from the note were $150,000. However, the Company received net cash proceeds of $
The Company elected the fair value model to account for the convertible note. The fair value was calculated using Mente Carlo valuation method. The fair value on issuance day was $
As of December 31, 2025, fair value was estimated as $
Labry’s Fund II Convertible Note
On December 10, 2025, the Company issued a $
The total gross proceeds from the note were $150,000. However, the Company received net cash proceeds of $
The Company elected the fair value model to account for the convertible note. The fair value was calculated using Mente Carlo valuation method. The fair value on issuance day was $
97
As of December 31, 2025, fair value was estimated as $
Boot Capital LLC and Vanquish Funding Group Inc.
On December 18, 2025, the Company issued a $
On the same date, the Company issued a $
Both notes include a conversion feature that becomes exercisable upon the occurrence of certain events of default as stipulated in the respective agreements. Management concluded that the likelihood of such default events occurring is remote; therefore, the value of the conversion feature was determined to be minimal.
For the fiscal year ended December 31, 2025, the Company recognized interest expense of $
Repayment Contingency
If the Company elects to repay the convertible notes in cash prior to the date the conversion feature becomes exercisable (six months after the issuance date), the embedded derivative would expire unexercised. In such an event, the derivative liability would be derecognized, and the note would be settled at its principal amount plus any accrued interest through the repayment date. No further remeasurement or fair value adjustments would be required after settlement.
NOTE 16 – REDEEMABLE NON-CONTROLLING INTEREST
The Company consolidates Zhejiang Jizhu Technology Co., Ltd. (“Zhejiang Jizhu”) following the acquisition of Aiultraprod Group Limited. Certain minority investors of Zhejiang Jizhu hold noncontrolling equity interests with redemption features not solely within the Company’s control. Accordingly, these non-controlling interests are classified outside permanent equity as redeemable non-controlling interests (temporary equity) in accordance with ASC 480-10-S99.
The redeemable non-controlling interests represent equity interests held by certain minority investors of Zhejiang Jizhu. Holders of these interests retain rights to participate in Zhejiang Jizhu’s residual net assets on the same basis as other equity holders. However, pursuant to investment agreements entered into in December 2024, such investors have the right to require redemption of their equity interests upon the occurrence of certain contingent events, including failure to complete an initial public offering, failure to satisfy specified contractual conditions, or failure to achieve certain operational performance targets of Zhejiang Jizhu.
The redemption amount is determined in accordance with the contractual provisions and is generally calculated based on the original investment amount plus a simple annual return of 6% or 8%, as applicable. The redemption obligation is primarily attributable to the founder, and Zhejiang Jizhu has joint liability under the agreement.
At each reporting date, the Company evaluates the carrying amount of the redeemable non-controlling interests. The redeemable non-controlling interests are subsequently measured at the greater of:
(i) the carrying amount recognized upon acquisition, adjusted for the redeemable non-controlling interest holders’ proportionate share of net income or loss, other comprehensive income, and other changes in equity; or
(ii) the redemption value determined in accordance with the contractual redemption provisions.
Any increases required to accrete the carrying amount of redeemable noncontrolling interests to their redemption value are recorded as adjustments to retained earnings, or, in the absence of retained earnings, as adjustments to additional paid-in capital, and are not recognized in consolidated net income.
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Changes in the Company's redeemable non-controlling interests during the fiscal years ended December 31, 2025 and 2024 were as follows:
As of December 31, 2025 | As of December 31, 2024 | |||||||
| Redeemable non-controlling interest at the beginning of the period | $ | — | $ | — | ||||
| Redeemable non-controlling interest acquired in business combination | — | |||||||
| Net profit (loss) attributable to redeemable non-controlling interests | — | |||||||
| Accretions adjustment to the redemption value | ( | ) | — | |||||
| Redeemable non-controlling interest at the ending of the period | $ | $ | — | |||||
NOTE 17 – CONTINGENCY/LEGAL
As of December 31, 2025, no director, executive officer, or promoter has been involved in legal proceedings requiring disclosure under Item 103 of Regulation S‑K during the past ten years. From time to time, the Company may be subject to routine litigation incidental to its business. The Company is not a party to any pending legal proceedings that, individually or in the aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations, or cash flows.
NOTE 18 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2025, up to March 24, 2026, the date the December 31, 2025 financial statements were available to be issued.
Issuance of Convertible Note
On January 7, 2026, the Company issued a $
The total gross proceeds from the note were $110,000. However, the Company received net cash proceeds of $95,000, after deductions of $5,000 of the placement agent commission, and $10,000 of original issue discount.
No other material events or transactions have occurred during this subsequent event reporting period that required recognition or disclosure in the financial statements.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
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, 2025. 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 nine-months ended 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 our internal control over financial reporting and related 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 internal control over financial reporting 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, 2025, our internal control over financial reporting was 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.
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Management has concluded that our internal control over financial reporting had the following material weaknesses:
• |
| SecureTech does not have an Audit Committee; and |
|
|
|
• |
| We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert for 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, a lack of independent review of our operating and financial results, and a lack of independent review of disclosures made by SecureTech. |
These weaknesses have existed since SecureTech’s inception on March 2, 2017, and have not been remedied as of December 31, 2025. In addition, in connection with the Restatement described in the Explanatory Note to this Amendment, Management identified an additional material weakness relating to the Company’s accounting and financial reporting controls over complex equity instruments and balance sheet asset classifications, which existed as of December 31, 2025 and had not been remediated as of the date of this Amendment.
Management believes that in order to cure the aforementioned material weaknesses, SecureTech needs to take the following steps:
• |
| Expand our current board of directors to include additional independent individuals who are willing to perform directorial functions; and |
|
|
|
• |
| Establish an Audit Committee comprised solely of independent directors. |
Management believes that addressing the identified material weaknesses requires adding at least three independent directors with appropriate professional business and accounting experience, a solid understanding of U.S. GAAP, and familiarity with securities regulatory compliance and financial reporting requirements.
As of December 31, 2025, SecureTech was actively seeking qualified independent director candidates and plans to appoint at least three new independent board members simultaneously with our investment banker’s pending application to list our common stock on Nasdaq. These directors are expected to serve on the Company’s Independent Audit Committee.
Management believes that the appointment of these independent directors and the establishment of an Audit Committee will remediate the remaining material weaknesses in the Company’s internal control over financial reporting before the end of the current fiscal period.
With respect to the additional material weakness identified in connection with the Restatement, Management intends to enhance its accounting policies, technical accounting review procedures, and levels of review applicable to the classification of redeemable non-controlling interests and other complex equity instruments, and to the classification of accounts receivable and other balance sheet items between current and non-current categories, including through engagement of outside technical accounting resources where necessary.
Changes in Controls and Procedures
In connection with the Restatement described in the Explanatory Note to this Amendment, Management identified an additional material weakness in our internal control over financial reporting relating to our accounting and financial reporting controls over complex equity instruments and balance sheet asset classifications, which existed as of December 31, 2025. Other than as described above, 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 materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Our independent registered public accounting firm for the fiscal year ended December 31, 2025, Gary Cheng CPA Limited, is headquartered in Hong Kong. On December 15, 2022, the Public Company Accounting Oversight Board determined that it is able to inspect and investigate completely registered public accounting firms headquartered in mainland China and in Hong Kong, vacating its December 16, 2021 determinations to the contrary. Accordingly, we have not been identified by the Commission as a “Commission-Identified Issuer” under the Holding Foreign Companies Accountable Act, and the submission and disclosure requirements of Item 9C are not applicable to us for the fiscal year ended December 31, 2025.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our executive officers and directors and their respective ages as of the date of this Annual Report are as follows:
Name | Age | Position(s) |
|
|
|
J. Scott Sitra | 53 | President, Chief Executive Officer, and Director |
Anthony Vang | 54 | Treasurer, Secretary, and Director |
Kao Lee | 56 | President and Chief Executive Officer, Top Kontrol, LLC |
J. Scott Sitra, 53, has served as our President, Chief Executive Officer, and member of our Board of Directors since January 2025. Mr. Sitra has over 37 years of professional experience in securities and global regulatory compliance. He has held senior positions in various public companies, guiding them through various phases of business, including early-stage formation, raising capital, establishing international supply chains, product development and launches, and pursuing merger & acquisition opportunities. Mr. Sitra’s private consulting firm, Taurus Financial Partners, LLC (“Taurus”), has played a key role in supporting SecureTech’s regulatory compliance since its inception, making him well-acquainted with the company's operations. Before joining SecureTech, Mr. Sitra founded Taurus in 2010 as an international management and financial consulting firm specializing in taking private companies public on to the US OTC marketplace and assisting clients in maintaining regulatory compliance with all applicable securities rules and business regulations. Mr. Sitra will concurrently serve as President and CEO of Taurus.
Anthony Vang, 54, is a co-founder and has served as our Treasurer, Secretary, and member of our Board of Directors since our inception in March 2017. Mr. Vang concurrently serves as a Director of Shongkawh, LLC (since its inception in 2009), a research and development firm focused on personal and automobile security and safety devices and technologies. Before co-founding SecureTech and Shongkawh, Mr. Vang served as a Director of Evergreen Home Healthcare Company from 2005 through 2009. At Evergreen, he assisted with obtaining regulatory licenses, procuring new business and contracts, and overseeing the company's general management.
Kao Lee, 56, is a co-founder and served as our President, Chief Executive Officer, and member of our Board of Directors since our inception in March 2017. In January 2025, Mr. Lee transitioned from these roles to become the General Manager of Top Kontrol, eventually assuming the positions of President and CEO of Top Kontrol, LLC, a wholly-owned subsidiary of SecureTech. In his current role, he focuses on innovating and advancing the Top Kontrol product line. Mr. Lee also co-founded Shongkawh, LLC, in 2009, where he concurrently serves as President and CEO. Shongkawh is a research and development firm dedicated to personal and automobile security and safety devices and technologies. At Shongkawh, Mr. Lee's responsibilities include directing technological development, overseeing product marketing and promotion, and facilitating international relationships with technology buyers in Asia and Europe.
Planned Board Composition and Director Nominees
As of March 24, 2026, our board of directors consists of two directors. We currently have three executive officers. We do not yet have any directors who qualify as “independent directors” under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) or the applicable rules of the SEC, and we have not yet established any standing committees of the board of directors.
In connection with our proposed listing of our common stock on Nasdaq, we expect to expand the size of our board of directors to five members, including three directors whom we expect to qualify as “independent directors” under the Nasdaq listing rules and applicable SEC regulations. We anticipate appointing these additional directors at or prior to the completion of an effectiveness of our Nasdaq listing, subject in each case to the completion of customary onboarding processes and any required corporate and regulatory approvals.
Following the appointment of the additional directors described above, we expect to have a board of directors that includes a majority of independent directors and to have established an audit committee, a compensation committee and a nominating and corporate governance committee, each composed entirely of independent directors as defined under the Nasdaq listing rules and applicable SEC requirements. Although, as described under “Implications of Being a Controlled Company,” we will qualify
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as a “controlled company” under Nasdaq’s corporate governance rules because our Chief Executive Officer is expected to control a majority of the voting power of our outstanding capital stock, we do not currently intend to rely on the exemptions available to controlled companies with respect to board and committee independence.
Family Relationships
There are no family relationships between or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.
Involvement in Legal Proceedings
None of our officers or directors – past or present – have appeared as a party during the past ten (10) years in any legal proceedings that may bear on their ability or integrity to serve as an officer or director of SecureTech.
Qualification
There is currently no shareholding qualification for directors or director nominees under our charter documents or applicable law. A shareholding qualification for directors may be established in the future by our stockholders by resolution or by an amendment to our corporate governance documents.
Corporate Governance
Board Committees
As of March 24, 2026, our board of directors has not established any standing committees. Until such time as our committees are formed and constituted, the full board of directors is responsible for performing the functions that would otherwise be delegated to an audit committee, a compensation committee and a nominating and corporate governance committee.
In connection with the planned underwritten offering of our common stock by our investment banker, Craft Capital Manager, and our proposed Nasdaq listing, we expect to establish three standing committees of our board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We expect to adopt a written charter for each committee, consistent with the requirements of Nasdaq and applicable SEC rules. Following the completion of the planned offering and the appointment of our additional independent directors, we expect each of these committees to be composed entirely of independent directors.
Below is a summary of the expected primary responsibilities of each committee. The final composition and responsibilities of each committee will be determined by our board of directors and may change from time to time.
Audit Committee
We expect our audit committee to be composed of three independent directors, each of whom will satisfy the “independence” requirements of Nasdaq Listing Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act. We also expect that at least one member of the audit committee will qualify as an “audit committee financial expert” as defined by the SEC. The specific members and chair of the audit committee will be identified in our future SEC filings once they are appointed.
The audit committee will be responsible for, among other things:
| ● | overseeing the integrity of our financial statements and related disclosures; |
| ● | overseeing our accounting and financial reporting processes and our systems of internal control over financial reporting; |
| ● | overseeing the qualifications, independence and performance of our independent registered public accounting firm; |
| ● | appointing, compensating, retaining and, when appropriate, replacing our independent registered public accounting firm and pre-approving all audit and permissible non-audit services to be performed by such firm; |
| ● | reviewing and discussing with management and our independent auditors our annual and quarterly financial statements and related disclosures; |
| ● | reviewing our policies with respect to risk assessment and risk management, including as they relate to financial, operational, cybersecurity and compliance risks; and |
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| ● | establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters. |
Until our audit committee is formed and constituted, these responsibilities are being performed by our full board of directors.
Compensation Committee
We expect our compensation committee to be composed of three independent directors, each of whom will satisfy the independence requirements for compensation committee members under Nasdaq Listing Rule 5605(d). The specific members and chair of the compensation committee will be identified in our future SEC filings once they are appointed.
The compensation committee will be responsible for, among other things:
| ● | reviewing and approving the compensation of our Chief Executive Officer and other executive officers; |
| ● | reviewing and making recommendations to the board of directors with respect to our overall compensation philosophy, policies and programs; |
| ● | administering our equity incentive plans and other benefit plans to the extent provided in such plans; |
| ● | reviewing and approving employment agreements, severance arrangements, change in control provisions and other compensatory arrangements with our executive officers; and |
| ● | reviewing and making recommendations to the board of directors with respect to the compensation of our non-employee directors. |
Until our compensation committee is formed and constituted, these responsibilities are being performed by our full board of directors.
Nominating and Corporate Governance Committee
We expect our nominating and corporate governance committee to be composed of three independent directors, each of whom will satisfy the independence requirements of Nasdaq Listing Rule 5605(a)(2). The specific members and chair of the nominating and corporate governance committee will be identified in our future SEC filings once they are appointed.
The nominating and corporate governance committee will be responsible for, among other things:
| ● | identifying, evaluating and recommending candidates for election or appointment to our board of directors and its committees; |
| ● | reviewing the composition, size and structure of the board of directors and its committees and making recommendations to the board regarding any changes; |
| ● | developing and recommending to the board of directors corporate governance principles and overseeing compliance with such principles; |
| ● | overseeing the annual evaluation of the board of directors, its committees and management; and |
| ● | reviewing potential conflicts of interest and director independence matters. |
Until our nominating and corporate governance committee is formed and constituted, these responsibilities are being performed by our full board of directors.
Director Independence
As of March 24, 2026, our board of directors consists of two directors, who do not qualify as an “independent director” under Nasdaq Listing Rule 5605(a)(2) or the applicable rules of the SEC. Accordingly, we do not currently have any independent directors.
In connection with our proposed listing on Nasdaq, we intend to appoint additional directors whom we expect to qualify as independent under the Nasdaq listing standards and SEC rules. Following such appointments, we expect that a majority of our board of directors will be independent, and that each of our audit, compensation and nominating and corporate governance committees will be composed entirely of independent directors.
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Term of Office
Our directors serve until the next annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. Our executive officers are appointed by, and serve at the discretion of, our board of directors. The members of each committee of the board of directors will be appointed and removed by the board of directors. Committee members will serve until their successors are duly appointed and qualified, or until their earlier death, resignation or removal.
Compensation of Directors
As of March 24, 2026, we do not pay our directors any cash compensation. However, we may reimburse our directors for any out-of-pocket travel and lodging expenses associated with their attendance of Board meetings.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) applicable to all directors, officers (including our principal executive officer and principal financial officer), and employees. The Code of Ethics is designed to deter wrongdoing and promote:
• | Honest and ethical conduct; |
|
|
• | Full, fair, accurate, timely, and understandable disclosure in reports and documents filed with, or submitted to, the SEC; |
|
|
• | Compliance with applicable laws, rules, and regulations; |
|
|
• | Prompt internal reporting of Code of Ethics violations; and |
|
|
• | Accountability for adherence to the Code of Ethics. |
A copy of our Code of Ethics is available at no charge by sending a written request to our Corporate Secretary at 2355 Highway 36 W, Suite 400, Roseville, MN 55113.
Compliance with Section 16(A) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires SecureTech’s executive officers, directors, and persons who own more than 10% of a registered class of SecureTech's equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership, and annual reports concerning their ownership of common stock and other equity securities of SecureTech on Form(s) 3, 4, and 5, respectively. SEC regulations require executive officers, directors, and greater than 10% shareholders to furnish SecureTech with copies of all Section 16(a) reports they file.
Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that for the fiscal year ended December 31, 2025, all filing requirements applicable to our officers, directors, and greater than 10% percent beneficial owners were complied with and that there were no deficiencies.
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Item 11. Executive Compensation
The following table provides information regarding the compensation awarded to, or earned by, our named executive officers for fiscal years ended December 31, 2025 and 2024.
Summary Compensation Table
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Totals ($) |
J. Scott Sitra, President, CEO, and Director (1)
|
2025 2024 |
129,996 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
129,996 0 |
Kao Lee, Former President, CEO and Director(2) |
2025 2024 |
0 56,333 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
Abdikarim Farah, Former Vice President (3) |
2025 2024 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
Anthony Vang, Treasurer, Secretary, Director |
2025 2024 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
0 0 |
(1)Effective January 14, 2025, SecureTech appointed J. Scott Sitra as President, Chief Executive Officer, Principal Executive Officer, and member of the Board of Directors.
(2)Kao Lee resigned from the positions of President, Chief Executive Directors, and member of the Board of Directors when he assumed the new positions of President and Chief Executive Officer at Top Kontrol, LLC, a SecureTech wholly-owned subsidiary, in January 2025.
(3)Abdikarim Farah resigned from his position at SecureTech in February 2025.
Employment Agreements
We have not entered into any employment agreements with our officers or directors. As of March 24, 2026, we had no executive employees other than those listed above. Future employment arrangements are subject to the discretion of our Board of Directors.
Incentive Plans
As of March 24, 2026, we have not yet adopted an equity incentive plan.
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Changes in Control
We are unaware of any contract or other arrangement that could result in a change of control of SecureTech.
Bonuses and Deferred Compensation
We may pay bonuses as determined by the Board of Directors from time to time based on performance, which may either be paid in stock or cash at the Board's discretion.
Payment of Post-Termination Compensation
We do not have change-in-control agreements with any of our directors or executive officers. We are not obligated to pay severance or other enhanced benefits to executive officers upon the termination of their employment.
Officer Compensation
We intend to begin paying our officers reasonable cash compensation later this fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of March 24, 2026, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.
Unless otherwise noted, each shareholder's mailing address is 2355 Highway 36 West, Suite 400, Roseville, MN 55113.
| Common Stock |
| Series A Preferred Stock |
| Votes | |||
Name of Beneficial Owner |
Number of Shares |
Percentage of Class (1) |
|
Number of Shares |
Percentage of Class (2) |
|
Total Votes |
Percentage of Votes (3) |
|
|
|
|
|
|
|
|
|
Officers and Directors |
|
|
|
|
|
|
|
|
J. Scott Sitra, President, CEO, and Director |
115,000 |
0.7% |
|
10,400 |
52.7% |
|
104,115,000 |
48.6% |
Anthony Vang, Treasurer, Secretary, and Director |
3,249,070 |
19.0% |
|
680 |
3.4% |
|
10,049,070 |
4.7% |
Kao Lee, President and CEO, Top Kontrol, LLC |
98,140 |
0.6% |
|
6,900 |
35.0% |
|
69,098,140 |
32.2% |
All officers and directors as a group 3 persons) |
3,462,210 |
20.3% |
|
17,980 |
91.1% |
|
183,262,210 |
85.5% |
(1)Based on 17,077,368 common shares issued and outstanding as of March 24, 2026.
(2)Based on 19,725 Series A Preferred shares issued and outstanding as of March 24, 2026.
(3)Based on 214,327,368 total votes in all voting matters as of March 24, 2026.
Item 13. Certain Relationships and Related Transactions, and Director Independence
We do not have a formal written policy for reviewing and approving transactions with related parties. However, our Code of Ethics and Corporate Governance Principles require actual or potential conflicts of interest to be reported to our executive officers and/or legal counsel. Employees must disclose personal interests that may conflict with ours and avoid activities that conflict with their responsibilities to us.
Periodically, we inquire whether any directors have entered into transactions, arrangements, or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board of Directors, along with
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outside legal counsel, reviews the disclosed transaction or relationship. The Board then makes a formal determination regarding each director's independence. If a transaction presents a conflict of interest, the Board of Directors will determine the appropriate action.
Related Party Transactions
Patent License
On March 2, 2017, SecureTech entered into a Patent License Agreement with Shongkawh, LLC (“Licensing Agreement”), which is controlled by our executive officers Kao Lee and Anthony Vang (and directly owned by Mr. Lee and his brother, Thao Lee) is deemed a related party. This Licensing Agreement gives us exclusive use and control of United States Patent No. 8,436,721.
Under the Licensing Agreement terms, Shongkawh will receive a royalty of 2% of all products manufactured under this patent, including our Top Kontrol product. The 2% royalty is based on SecureTech’s selling price of any products utilizing this patent, which would typically be the wholesale price we offer to distributors. Royalties are to accrue and be paid in quarterly calendar payments.
As of December 31, 2025, SecureTech had no accrued patent license royalties owed to Shongkawh.
Founder’s Shares
On March 2, 2017, SecureTech issued an aggregate of 175,000,000 shares of its common stock, $0.001 par value, as Founder’s Shares with $-0- value.
Of these Founder’s Shares, 80,000,000 were issued to SecureTech’s officers, 75,000,000 to an entity controlled by one of the SecureTech’s directors, and 20,000,000 to outside consultants who assisted with SecureTech’s formation and early organization.
As of December 31, 2025, an aggregate of 130,100,000 Founder’s Shares have been canceled and returned to the Treasury, including the 67,100,000 Founder’s Shares that were part of the Share Exchange Agreements described below.
Convertible Debt Conversion with Related Party
On October 23, 2024, SecureTech entered into an agreement converting $50,000 in past due accounts payable to a related party into a non-interest-bearing $50,000 convertible promissory note maturing on April 23, 2025.
Subsequently, on October 24, 2024, the note holder converted the outstanding $50,000 convertible promissory note into 100,000,000 shares of SecureTech’s common stock, $0.001 par value. Each share was valued at $0.0005 per share in accordance with the conversion terms of the convertible note agreement.
Following this note conversion, on October 25, 2024, SecureTech and the original note holder signed a Share Exchange Agreement in which 100,000,000 shares of SecureTech's common stock were exchanged for 10,000 shares of its Series A Preferred Stock, $0.001 par value. No gain or loss was recorded within the terms of these agreements.
Share Exchange and Cancellations
During the fiscal year ended December 31, 2023, SecureTech entered into a Share Exchange Agreement with one of its co-founders, Kao Lee, whereby it issued 2,500 shares of its Series A Preferred Stock in exchange for an aggregate of 25,000,000 shares of its common stock (Founder’s Shares).
During the fiscal year ended December 31, 2024, SecureTech entered into two Share Exchange Agreements with a related party whereby it issued 10,200 shares of its Series A Preferred Stock in exchange for an aggregate of 101,795,774 shares of its common stock. These share exchanges were part of SecureTech’s ongoing Share Reduction Program. SecureTech recorded a $51,057 loss due to the issuance of additional Series A Preferred Shares based on the market’s closing price of $0.25 a share of SecureTech’s common stock on the date of the issuance.
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During the fiscal year ended December 31, 2025, SecureTech entered into two Share Exchange Agreements with related parties whereby it issued 4,210 shares of its Series A Preferred Stock in exchange for an aggregate of 42,100,000 shares of its common stock (Founder’s Shares).
Accrued Payroll
As of December 31, 2023, the Company had aggregated $63,090 in related party accrued payroll, consisting of $58,500 in accrued payroll and $4,590 in accrued employer taxes.
As of December 31, 2024, the Company had aggregated $322,448 in related party accrued payroll, consisting of $311,812 in accrued payroll and $10,636 in accrued employer taxes.
As of December 31, 2025, the Company had aggregated $70,331 in related party accrued payroll, consisting of $70,331 in accrued payroll and $-0- in accrued employer taxes.
Notes Payable and Imputed Interest
As of December 31, 2023, the Company had no outstanding notes payable to related parties or imputed interest expenses.
As of December 31, 2024, the Company had outstanding non-interest bearing notes payable to a related party aggregating $39,611. The Company recorded an imputed interest expense of $2,212 for the fiscal year ended December 31, 2024 on these notes outstanding with maturity dates ranging between October 13, 2024 and April 30, 2025. The related party has suspended the maturity dates without penalty until the Company is able to raise sufficient funds to satisfy these outstanding notes.
As of December 31, 2025, the Company had outstanding non-interest bearing notes payable to a related party aggregating $39,611. The Company recorded an imputed interest expense of $5,152 for the fiscal year ended December 31, 2025 on these notes outstanding with maturity dates ranging between October 13, 2024 and April 30, 2025. The related party has suspended the maturity dates without penalty until the Company is able to raise sufficient funds to satisfy these outstanding notes.
Indemnification
Section 78.138 of the Wyoming Revised Statutes (“WRS”) provides that directors and officers of Wyoming corporations may, under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. WRS also provides that directors and officers may also be indemnified against expenses (including attorneys’ fees) incurred by them in connection with a derivative suit if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.
Further, Article X of our bylaws contains provisions which allows SecureTech to indemnify its officers, directors, employees and agents.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Corporate Governance and Director Independence
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Our Board of Directors has not established Audit, Compensation, Nominating, or Governance Committees as standing committees. The Board does not have an executive committee or any similar committees. We are not listed on a national securities exchange or an inter-dealer quotation system that requires a majority of the Board to be independent. Our directors have determined that they are not “independent” under the NASDAQ Stock Market's listing standards, which is the definition our Board uses for determining independence. Therefore, our directors are not independent.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling the registrant pursuant to the preceding provisions, the registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
Item 14. Principal Accounting Fees and Services
Audit Fees
The aggregate fees billed for the last two fiscal years for professional services rendered by the principal accountant include the annual audit of our financial statements, the review of financial statements in our quarterly reports, and services typically provided in connection with statutory and regulatory filings or engagements. The fees for these fiscal periods were as follows:
|
| For the Fiscal Year Ended December 31, | ||
|
|
2025 |
|
2024 |
|
|
|
|
|
Audit Fees | $ | 100,000 | $ | 33,500 |
Audit Related Fees |
| 64,156 |
| 1,500 |
Tax Fees |
| -0- |
| -0- |
All Other Fees |
| -0- |
| -0- |
Total | $ | 164,156 | $ | 35,000 |
Audit Fees
Audit fees consist of charges for professional services rendered for the audit of our financial statements, the review of interim consolidated financial statements included in quarterly reports, and services customarily provided by the principal accountants in connection with statutory and regulatory filings or engagements.
Audit Related Fees
Audit related fees consist of charges for assurance and related services reasonably related to the performance of the audit or review of our consolidated financial statements. These fees are not included under “Audit Fees.”
Tax Fees
Tax fees consist of charges for professional services related to tax compliance, tax advice, and tax planning. These services include the preparation of federal and state income tax returns.
All Other Fees
All other fees consist of charges for products and services that are not included under the services reported above.
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Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
Given the small size of our Board of Directors and the limited financial resources and minimal operations of SecureTech, our Board of Directors as a whole acts as our Audit Committee. The Board pre-approves all audit and permissible non-audit services, including audit services, audit-related services, tax services, and other services, on a case-by-case basis.
Before engaging accountants to perform particular services, our Board obtains an estimate for the service.
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.
(3)Exhibits
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| Incorporated by Reference | ||||||
Exhibit Number |
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Exhibit Description |
| Filed Herewith |
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Form |
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File No. |
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Exhibit |
| Filing Date |
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S-1 |
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333-223078 |
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3.1 |
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2/16/2018 | ||
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| S-1 |
| 333-223078 |
| 3.2 |
| 2/16/2018 | ||
| Amendment to Articles of Incorporation dated December 20, 2017 |
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S-1 |
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333-223078 |
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3.3 |
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2/16/2018 | |
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8-K |
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3.4 |
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6/2/2023 | ||
4.1 |
| Description of Securities |
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X |
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| Patent License Agreement between SecureTech, Inc. and Shongkawh, LLC dated March 2, 2017 |
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S-1 |
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333-223078 |
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10.1 |
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2/16/2018 | |
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10-Q |
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10.2 |
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5/15/24 | ||
112
| Acquisition and Stock Purchase Agreement dated June 23, 2025 |
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8-K |
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10.3 |
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6/24/25 | |
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8-K |
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10.4 |
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6/24/25 | ||
| Amendment No. 1 (dated July 14, 2025) to the Incubation Operating Agreement (dated June 23, 2025) |
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8-K |
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10.5 |
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7/16/25 | |
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8-K |
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14.1 |
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5/16/2022 | ||
| List of Subsidiaries |
| X |
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| Consent of Gary Cheng CPA Limited, Independent Registered Public Accounting Firm |
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X |
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| Consent of M & K CPAS, PLLC, Independent Registered Public Accounting Firm |
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X |
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| Certification of J. Scott Sitra, Principal Executive Officer pursuant to Exchange Act Rules 13a‑14(a)/15d‑14(a) |
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X |
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| Certification of Anthony Vang, Principal Financial Officer pursuant to Exchange Act Rules 13a‑14(a)/15d‑14(a) |
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X |
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| Certification of J. Scott Sitra, Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 |
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X |
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| Certification of Anthony Vang, Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 |
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X |
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101.INS |
| XBRL Instance Document |
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X |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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X |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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X |
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101.LAB |
| XBRL Taxonomy Extension Labels Linkbase Document |
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X |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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X |
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113
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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X |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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X |
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Item 16. Form 10-K Summary
Not applicable.
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 23rd day of September, 2026.
SECURETECH INNOVATIONS, INC.
| By: | /s/ J. Scott Sitra |
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| J. Scott Sitra 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 on September 23, 2026:
By: | /s/ J. Scott Sitra |
| J. Scott Sitra 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 |
114
ATTACHMENTS / EXHIBITS
SUBSIDIARIES OF SECURETECH INNOVATIONS, INC.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
CERTIFICATION OF THE PRINICPAL EXECUTIVE OFFICER
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