SCTH 10-Q/A
Securetech Innovations, Inc. (SCTH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For the quarterly period ended:
or
For the transition period from ________ to ________
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices)
Tel:
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act: None
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, $0.001 par value |
| SCTH |
| OTCQB Exchange |
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 and posted on its corporate Website, if any, 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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨
The number of shares outstanding of the Registrant’s common stock, $0.001 par value, as of August 19, 2025, was .
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TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF OPERATIONS8
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)9
CONSOLIDATED STATEMENTS OF CASH FLOWS11
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3. Quantitative and Qualitative Disclosures About Market Risk38
Item 4. Controls and Procedures39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds41
Item 3. Default Upon Senior Securities41
Item 4. Mine Safety Disclosures41
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EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) amends and restates the Quarterly Report on Form 10-Q of SecureTech Innovations, Inc. (the “Company,” “we,” “us,” or “our”) for the quarterly period ended June 30, 2025, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2025 (the “Original Form 10-Q”).
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 in their entirety Part I, Item 1 (Financial Statements), including the notes thereto, Part I, Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations), and Part I, Item 4 (Controls and Procedures) of the Original Form 10-Q 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 4 of Part I of this Amendment.
Except as described above, this Amendment does not amend, update, or restate any other information in the Original Form 10-Q, and does not reflect events or developments occurring after the filing date of the Original Form 10-Q, 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-Q 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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Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q 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 Quarterly Report on Form 10-Q, 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:
• |
| Our ability to execute our growth strategies |
• |
| Supply chain disruptions and general price inflation |
• |
| Our ability to maintain favorable relationships with suppliers and manufacturers |
• |
| Competition from more established and better financed competitors |
• |
| Our ability to attract and retain competent and qualified personnel |
• |
| Regulatory changes and developments affecting our business |
• |
| Our ability to obtain additional capital to finance operations |
• |
| Managing a “just right” product inventory size and mix |
• |
| Impacts on our business from epidemics, pandemics, or natural disasters |
• |
| 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 |
• |
| Other risks and uncertainties, including those listed in the section titled “Risk Factors” contained in our filings with the United States Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. 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 Quarterly 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 Quarterly Report. 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 reviewed 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 Quarterly 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 Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events except as required by law. We may not 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 Quarterly 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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PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
SECURETECH INNOVATIONS, INC.
CONSOLIDATED BALANCE SHEETS
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
ASSETS
| Note | June 30, 2025 (unaudited) | December 31, 2024 (audited) | ||||||||||
| Current assets: | ||||||||||||
| Cash and equivalents | $ | $ | ||||||||||
| Accounts receivable, net | 5 | |||||||||||
| Amounts due from related parties | 10 | |||||||||||
| Inventories | 4 | |||||||||||
| Prepayments and other current assets | 11 | |||||||||||
| Total current assets | $ | $ | ||||||||||
| Non-current assets: | ||||||||||||
| Property and equipment, net | 1 | $ | $ | |||||||||
| Intangible assets, patent technology | ||||||||||||
| Operating lease right-of-use asset | ||||||||||||
| Goodwill | 3 | |||||||||||
| Accounts receivable, net of non-current portion | 5 | |||||||||||
| 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 | June 30, 2025 (unaudited) | December 31, 2024 (audited) | ||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | $ | ||||||||||
| Accounts payable, related party | ||||||||||||
| Amounts due to related parties | ||||||||||||
| Contract liabilities | 6 | |||||||||||
| Notes payable, unrelated parties | ||||||||||||
| Notes payable, related parties | ||||||||||||
| Operating lease liabilities, current portion | ||||||||||||
| Short-term borrowings | 7 | |||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Total current liabilities | $ | $ | ||||||||||
| Non-current liabilities: | ||||||||||||
| Deferred tax liabilities | $ | |||||||||||
| Total non-current liabilities | $ | $ | ||||||||||
| Total liabilities: | $ | $ | ||||||||||
| Mezzanine equity: | ||||||||||||
| Mezzanine equity: Redeemable non-controlling interest | 12 | $ | $ | |||||||||
| Stockholders’ equity (deficit): | ||||||||||||
| Preferred stock, par value, shares authorized; and shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||||||
| Common stock, par value, shares authorized; and shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively | ||||||||||||
| Contingent consideration | 8 | $ | $ | |||||||||
| Additional paid in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| 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)
(unaudited)
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Total expenses | $ | $ | $ | $ | ||||||||||||
| (Loss) from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other expense | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
Net loss before allocation to non-controlling interests | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Less: Net loss attributable to non-controlling interests | — | — | — | — | ||||||||||||
Net loss attributable to SecureTech shareholders | $ | (93,887 | ) | $ | (93,708 | ) | $ | (188,252 | ) | $ | (175,189 | ) | ||||
(Loss) per common share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Weighted average number of basic and diluted | ||||||||||||||||
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)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| Series A | Additional | Non- | ||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid In | Contingent | SecureTech | Controlling | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Consideration | Deficit | Shareholders | Interests | Total | |||||||||||||||||||||||||||||||
Balance as of December 31, 2024 (audited) | $ | $ | $ | ($ | ) | ($ | ) | $ | $ | ( | ) | |||||||||||||||||||||||||||||
| Issuance of common stock for settlement of accrued payroll expenses | — | |||||||||||||||||||||||||||||||||||||||
| Share exchange, unrelated party | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Share exchange, related party | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Imputed interest | — | — | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 (unaudited) | $ | $ | $ | $ | ($ | ) | ($ | ) | $ | ($ | ) | |||||||||||||||||||||||||||||
| Issuance of common shares for cash | — | |||||||||||||||||||||||||||||||||||||||
| Issuance of preferred shares for acquisition | — | |||||||||||||||||||||||||||||||||||||||
| Imputed interest | — | — | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Balance as of June 30, 2025 (unaudited) | $ | $ | $ | $ | ($ | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(CONTINUED)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| Series A | Additional | Non- | ||||||||||||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid In | Contingent | SecureTech | Controlling | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Consideration | Deficit | Shareholders | Interests | Total | |||||||||||||||||||||||||||||||
Balance as of December 31, 2023 (audited) | $ | $ | $ | ($ | ) | ($ | ) | $ | ($ | ) | ||||||||||||||||||||||||||||||
| Share exchange, related party | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Balance as of March 31, 2024 (unaudited) | $ | $ | $ | $ | ($ | ) | ($ | ) | $ | ($ | ) | |||||||||||||||||||||||||||||
| Issuance of common shares for cash | — | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
Balance as of June 30, 2024 (unaudited) | $ | $ | $ | $ | ($ | ) | ($ | ) | $ | ($ | ) | |||||||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
10
SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| For the six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net (loss) to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Imputed interest | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease / (increase) in inventories | ||||||||
| Increase in accounts payable, unrelated parties | ||||||||
| Increase in accounts payable, related parties | ||||||||
| Decrease in other payables, related parties | ( | ) | ||||||
| Increase / (decrease) in accrued expenses and other current liabilities | ||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash flows from investing activities: | ||||||||
| Acquisition of office equipment | $ | ( | ) | $ | ||||
| Cash acquired from the acquisition of AI UltraProd | ||||||||
| Net cash provided by investing activities | $ | $ | ||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common shares for cash | $ | $ | ||||||
| Increase in notes payable | ||||||||
| Increase in amounts due to related parties | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash – beginning of period | $ | $ | ||||||
| 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)
(unaudited)
| For the six months ended June 30, | ||||||||
| 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: | ||||||||
| Issuance of shares for accrued payroll | $ | 322,448 | $ | — | ||||
| Exchange of common shares for preferred shares | $ | 1,000 | — | |||||
| 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
June 30, 2025
(unaudited)
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 |
|
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|
• |
| 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.
Unaudited Interim Financial Information
The Company's unaudited condensed interim financial statements have been prepared per accounting principles generally accepted in the United States (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
The balance sheet as of December 31, 2024, has been derived from audited financial statements.
Operating results for the six months ended June 30, 2025, are not necessarily indicative of results that may be expected for the year ending December 31, 2025. These condensed financial statements should be read in conjunction with the audited financial
13
statements for the year ended December 31, 2024, filed with the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission on March 31, 2025.
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 which 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 period ended June 30, 2025.
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 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 June 30, 2025 and December 31, 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.
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated similarly to basic
14
loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. SecureTech excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because SecureTech recorded a loss for the six months ended June 30, 2025 and 2024. The Company had no dilutive securities outstanding as of June 30, 2025 and 2024.
Equipment and Depreciation
Equipment is recorded at cost and are depreciated using the straight-line method over their estimated useful lives in years as follows:
Machinery equipment | - |
years | ||
Computer software and equipment | - |
years | ||
Furniture, fixtures, and equipment | - |
years | ||
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 remaining life of the related asset. Gains and losses on the disposition of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.
Depreciation expenses totaled $505 and $491 for the six months ended June 30, 2025 and 2024, respectively. Cumulative depreciation for each asset class is as follows:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| Machinery equipment | $ | $ | ||||||
| Computer, software, and equipment | ||||||||
| Furniture, fixtures, and equipment | ||||||||
| Property and Equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and 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.
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.
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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.
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 June 30, 2025:
Subsidiary (Entity Name) |
|
Jurisdiction |
| SecureTech Ownership |
|
Principal Activity |
|
|
|
|
|
|
|
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 |
| 80.4% (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
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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.
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. Activity for the stub period ended June 30, 2025, was not material. 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.
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 six months ended June 30, 2025 | ||
Currency Exchange |
|
Period End |
|
Average Rate |
|
|
|
|
|
USD to RMB |
| 7.1586 |
| 7.1837 |
USD to HKD |
| 7.8497 |
| 7.8006 |
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 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
17
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.
Recent Accounting Pronouncements
There are various updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.
NOTE 2 – GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. As shown in the accompanying financial statements during the fiscal period ended June 30, 2025, the Company has not established a source of revenues sufficient to cover its operating costs. As such, it has incurred an operating loss since its inception. Further, as of June 30, 2025, the Company had an accumulated deficit of ($
The Company’s existence depends on Management’s ability to develop profitable operations and obtain additional financing sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or resolve the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.
NOTE 3 – GOODWILL
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. As of June 30, 2025, the Company’s goodwill balance was $6,278,366, all of which arose from the acquisition of Aiultraprod Group Limited and its subsidiaries (collectively, “AI UltraProd”) on June 23, 2025.
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 June 30, 2025, no impairment indicators were identified. The Company expects to perform its next annual goodwill impairment assessment as of December 31, 2025.
NOTE 4 – 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
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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 June 30, 2025 and December 31, 2024:
As of June 30, 2025 | As of December 31, 2024 | |||||||
| Inventories: | ||||||||
| Raw materials and work-in-progress | $ | $ | ||||||
| Finished goods | ||||||||
| Gross inventories | ||||||||
| Inventory valuation reserves | — | — | ||||||
| Inventories, net | $ | $ | ||||||
NOTE 5 – ACCOUNTS RECEIVABLE, NET
Accounts receivables, net consist of the following:
As of June 30, 2025 | As of December 31, 2024 | |||||||
| Accounts receivable | $ | 965,139 | $ | — | ||||
| Allowance for credit losses | — | — | ||||||
| Total accounts receivable, net | $ | $ | — | |||||
| Accounts receivable, current portion | $ | $ | — | |||||
| Accounts receivable, non-current portion | $ | $ | — | |||||
NOTE 6 – 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 June 30, 2025 |
| As of December 31, 2024 |
|
|
|
|
|
Contract liabilities | $ | 357,123 | $ | - |
NOTE 7 – SHORT-TERM BORROWINGS
As of June 30, 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 June 30, 2025 | As of December 31, 2024 | |||||||
| Unsecured short-term borrowings from PRC banks | $ | 2,165,228 | $ | — | ||||
| Total short-term borrowings, net | $ | 2,165,228 | $ | — | ||||
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NOTE 8 – 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. |
|
|
|
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. |
|
|
|
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. |
|
|
|
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. |
|
|
|
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 six months ended June 30, 2025, the Company issued an aggregate of shares of Series A Preferred Stock pursuant to four Share Exchange Agreements; shares of Series A Preferred Stock were issued to two unrelated party stockholders, and shares of Series A Preferred Stock were issued to two related party stockholders.
The Company also issued shares of its Series A Preferred Stock in conjunction with its acquisition of 100% of Aiultraprod Group Limited. These shares were valued at US$
As of June 30, 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 per share.
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Share Issuances for Settlement of Accrued Payroll
During the six months ended June 30, 2025, the Company issued
Share Exchange and Cancellations
During the six months ended June 30, 2025, the Company issued an aggregate of 4,310 shares of Series A Preferred Stock in exchange for an aggregate of shares of its common stock pursuant to Share Exchange Agreements; 100 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.
As of June 30, 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 $
NOTE 9 – 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.
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| For the Six Months Ended June 30, | ||||||||
| 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 loss | $ | ( | ) | $ | ( | ) | ||
| Reconciliation of loss: | ||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
(1)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 10 – RELATED PARTY TRANSACTIONS
Founder’s Shares
On March 2, 2017, the Company issued an aggregate of shares of its common stock, par value, as Founder’s Shares with $-- 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 June 30, 2025, an aggregate of Founder’s Shares have been returned to the Company and cancelled, 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 shares of its common stock.
During the six months ended June 30, 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 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 six months ended June 30, 2025, the Company issued
As of June 30, 2025, the Company had aggregated $
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As of June 30, 2024, the Company had aggregated $
Amounts Due to Related Parties and Imputed Interest
As of June 30, 2025, the Company had outstanding amounts due to related parties aggregating $
As of June 30, 2024, the Company had outstanding notes payable to Kao Lee aggregating $
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 2% of all products manufactured under this covered patent.
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 six months ended June 30, 2025, Aiultraprod Group Limited, a subsidiary acquired on June 23, 2025, advanced $69,900 to related parties for business expenditures paid on behalf of the Company. As of June 30, 2025, the receivable balance of $69,900 was reported as amounts due from related parties.
NOTE 11 – PREPAYMENTS AND OTHER ASSETS
As of June 30, 2025 | As of December 31, 2024 | |||||||
| Advances to suppliers | $ | $ | ||||||
| Deductible VAT | ||||||||
| Deposits | ||||||||
| Prepayments and other assets | $ | $ | ||||||
Advances to suppliers of $2,883,606 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 12 – 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.
23
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.
As of June 30, 2025, the balance of $
NOTE 13 – CONTINGENCY/LEGAL
As of June 30, 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 14 – SUBSEQUENT EVENTS
On August 1, 2025, the Company’s common stock commenced trading on the OTCQB Venture Market under the ticker symbol “SCTH.”
On August 7, 2025, the Company engaged Craft Capital Management, LLC as its exclusive investment banking partner to support capital formation, uplisting efforts, and strategic mergers and acquisitions.
The Company evaluated subsequent events through the date these financial statements were issued and concluded that, other than the matters noted above, there were no additional events requiring recognition or disclosure.
[This Space Intentionally Left Blank]
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers with an understanding of the business activities, financial position, and operating results of SecureTech Innovations, Inc. (“SecureTech” or the “Company”). This MD&A should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 31, 2025.
This discussion contains forward-looking statements that reflect our current plans, expectations, and assumptions. Actual results may differ materially from those described due to various risks and uncertainties. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are identified by words such as “anticipate,” “believe,” “expect,” “intend,” and similar expressions. You are cautioned not to place undue reliance on these statements, which speak only as of the date hereof.
In Management’s opinion, all necessary adjustments of a normal and recurring nature have been included to present fairly our financial condition and results of operations for the interim periods reported.
Business Overview
SecureTech Innovations, Inc. is a technology-driven company focused on advancing artificial intelligence, industrial 3D printing and additive manufacturing, blockchain-based security systems, and digital infrastructure solutions. Our portfolio includes:
• |
| AI UltraProd, acquired during the fiscal period ended June 30, 2025, which now serves as our primary business segment and represents a significant expansion into AI-driven 3D industrial manufacturing. This acquisition resulted in the recognition of $8,450,439 of goodwill (see Note 3 – Goodwill) on our June 30, 2025 consolidated balance sheet. |
|
|
|
• |
| Piranha Blockchain, a startup with minimal current operations. However, we continue to explore strategic M&A initiatives to identify potential operating targets and capitalize on this business segment. |
|
|
|
• |
| Top Kontrol, a legacy product line offering a patented autonomous anti-theft and anti-carjacking system. Top Kontrol is being restructured under Terra Nova Technologies, Inc. in preparation for a potential spin-off and listing on the OTCQB marketplace under its own ticker symbol. |
AI UltraProd’s operating results are consolidated for the first time during the second quarter of 2025. Each of our business segments pursues independent commercial strategies, while SecureTech centrally manages finance, governance, SEC compliance, and M&A initiatives to support 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”). |
|
|
|
• |
| On January 27, 2025, SecureTech incorporated two additional Wyoming-based subsidiaries: Terra Nova Technologies, Inc. and Top Kontrol, LLC. |
|
|
|
• |
| 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
25
Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (collectively, “AI UltraProd”).
Corporate Structure
The following diagram illustrates our corporate structure as of June 30, 2025:
Recent Events
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 newly created position of General Manager of Top Kontrol. 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 of Phase 1 of Share Reduction Program (55% Reduction in Common Shares)
On February 14, 2025, the Company completed Phase 1 of its strategic share reduction initiative by canceling 43,100,000 shares of common stock, reducing the number of issued and outstanding shares by approximately 55%. Management believes this reduction is a material enhancement to SecureTech’s capital structure and shareholder value. Phase 2 of the Share Reduction Program is anticipated to be completed within fiscal year 2025, with the goal of reducing the total number of issued and outstanding common shares to under 20 million.
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RockerFunder, LLC Engagement
On April 1, 2025, SecureTech entered into a six-month consulting agreement with RockerFunder, LLC, a New York-based financial and marketing advisory firm. Under this engagement, RockerFunder will support the Company in strengthening investor relations, executing strategic growth initiatives, integrating blockchain-related innovations, and enhancing market visibility and positioning. The Company may consider extending or expanding this relationship depending on performance outcomes and future strategic needs
Completed Landmark 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.
Key highlights of this transaction include:
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| FY2024 Revenue (audited): US$2.9 million |
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| Technology Differentiation: AI-powered industrial 3D printing systems that deliver scalable, high-precision manufacturing solutions. |
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| Intellectual Property Portfolio: 24 issued patents, one pending patent, and 20 patent applications in progress. |
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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 emerging growth 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 uplisting 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.
2025 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 2025, the Company is executing on a defined set of core initiatives, each aimed at transforming its business platform and expanding its market presence.
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The principal strategic objectives include:
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| Recapitalization Strategy: SecureTech intends to strengthen its capital structure through a combination of short-term bridge financing, intermediate funding instruments, and long-term capital solutions. These efforts are expected to improve liquidity and support the Company’s operational and strategic goals. |
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| Aggressive M&A Pipeline: We continue to pursue targeted acquisition opportunities designed to enhance technological capabilities, expand our operating footprint, and create synergies across our business segments. Our M&A strategy is focused on complementary technologies and accretive growth. |
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| Ongoing Share Reduction Program: Building on the initial phase of the share reduction initiative completed in February 2025, the Company aims to further reduce its total issued and outstanding common shares to under 20 million by the end of fiscal year 2025. Management believes this continued reduction will positively impact capital efficiency and investor value. |
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| Market Listing Advancement: Following our successful uplisting to the OTCQB Venture Market in August 2025, SecureTech is actively preparing for an uplisting to either the NASDAQ Capital Market or the New York Stock Exchange. These efforts are intended to improve capital access, enhance institutional visibility, and expand our investor base. |
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| Divestiture and Spin-Off of Top Kontrol: As part of our portfolio optimization strategy, SecureTech intends to spin off its Top Kontrol product line into a separately traded entity listed on the OTCQB Venture Market. Loyal shareholders will receive a special dividend as part of the spin-off transaction, subject to regulatory approval and market conditions. |
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| Investor Awareness and Outreach Program: SecureTech will launch a comprehensive investor relations initiative to expand communication, raise brand awareness, and introduce the Company to a broader financial and investment audience. This effort will align messaging with strategic milestones and help support long-term market engagement. |
AI UltraProd
AI UltraProd has innovated and deployed a next-generation industrial technology platform that integrates artificial intelligence with proprietary 3D printing systems to transform traditional manufacturing workflows. Its end-to-end solution spans conceptual design, production, and delivery management—dramatically reducing lead times and operational costs while enhancing precision and scalability.
As of June 30, 2025, AI UltraProd’s intellectual property portfolio includes 24 issued patents, one pending patent, and 20 additional patent applications in progress.
Business Model
AI UltraProd’s business model combines AI-powered design software with proprietary industrial 3D printing hardware—including the GR1, RF1, RC1, and RT1 printer series—and advanced materials such as ultra-high-performance concrete (UHPC), polymers, and metal powders. AI UltraProd generates revenue through four primary channels: (i) hardware sales, (ii) recurring consumables, (iii) printed parts contracts, and (iv) technical consulting and support services.
For the fiscal year ended December 31, 2024, AI UltraProd reported audited revenue of US$2.9 million with a gross margin of 36.5%. Management projects FY2025 revenue of approximately US$10 million, with a significant ramp expected in Q4 2025 as new production capacity is deployed.
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Core Capabilities and Value Proposition
AI UltraProd’s offerings deliver measurable benefits across multiple industries:
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| On-Demand Manufacturing Services: Design-for-Additive-Manufacturing (DfAM) consulting, simulation, and rapid prototyping services that reduce lead times from weeks to days. |
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| Construction Solutions: Robotic concrete printers, proprietary UHPC formulations, and AI-based generative design tools for smart, sustainable infrastructure. |
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| Industrial Devices and Materials: Quad-laser metal printers (DLM-500P series), modular polymer printers, and a catalog of advanced metal powders and polymer resins with embedded AI monitoring and predictive maintenance capabilities. |
Technology Differentiation
AI UltraProd’s competitive advantages include:
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| AI-Driven Efficiency: Proprietary workflows that enable up to 80% profit margins on select jobs with only 20% capital input. |
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| Accelerated Time-to-Market: 3D printed shoe molds delivered in under 24 hours, compared to traditional 7–10 day cycles, reducing OEM launch timelines by up to 80%. |
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| Sustainability Leadership: Patented UHPC mixes incorporating fly ash and steel slag waste, reducing carbon intensity and supporting LEED certification goals. |
Commercial Applications
AI UltraProd’s technology has been deployed at scale by leading Asian manufacturers to produce athletic shoe sole molds for global brands including Nike, Adidas, Puma, Skechers, and Peak. Its AI-powered 3D printing systems are also being used in full-scale commercial construction projects, enabling the fabrication of buildings, bridges, and other infrastructure using UHPC, metal powders, and polymer resins.
Market Position and Competitive Landscape
AI UltraProd competes with ICON (construction), COBOD (3D construction printers), and Markforged (industrial polymers). Key differentiators include AI-generated parametric design, proprietary UHPC mixing capabilities, and quick-release build plates that enable up to 30% faster cycle times compared to peer technologies.
According to a 2024 report by IMARC report, the global 3D concrete printing market was valued at US$3.4 billion and is projected to reach US$315.4 billion by 2033, representing a compound annual growth rate (CAGR) of 57.1% from 2025 to 2033. Management believes this market expansion presents a significant growth opportunity for AI UltraProd.
For more information on AI UltraProd’s products and technologies, or to view demonstration videos, please visit www.aiultraprod.com.
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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”). 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.
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| Green Energy 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:
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| 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. |
SecureTech’s recent partnership with RockerFunder, LLC, a New York-based financial and marketing consultancy, is expected to enhance Piranha’s investor relations, blockchain initiatives, and overall market positioning. This collaboration supports Piranha’s broader mission to become a leader in secure digital infrastructure and Web3 innovation.
For more information, visit piranhablockchain.com.
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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. This strategic move is designed to unlock shareholder value and position Top Kontrol as a leading independent provider of automotive safety technology.
Learn More
To explore Top Kontrol’s capabilities or view product demonstration videos, including real-world reenactments of carjacking scenarios, visit topkontrol.com or the Top Kontrol YouTube Channel.
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.
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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.
All Top Kontrol products are proudly labeled “Made in the USA.”
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.
Compliance with Environmental Laws
As of June 30, 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 24 issued PRC patents, including CN219214112U for quick-release large-format build plates, with one patent pending and 20 additional applications in progress. It also owns twelve copyrighted software packages for generative design, slicing, simulation, and robotic control.
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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 June 30, 2025, SecureTech employed 23 individuals across all business units.
Property and Equipment
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.
Available Information
Our SEC filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Proxy Statements, are available free of charge at securetechinnovations.com and through the SEC’s website at sec.gov. These documents are posted promptly after electronic filing or furnishing.
Note: The contents of SecureTech’s website are not incorporated by reference into this report.
Third-Party Information
This report incorporates market data and industry insights from a variety of reputable sources, including independent analysts and market research firms. Management supplements this information with internal estimates and analysis.
While we consider these sources reliable, we have not independently verified the underlying methodologies or assumptions. As such, all projections and estimates carry inherent uncertainties that may materially impact actual outcomes.
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Results of Operations
Comparison of the Three Months Ended June 30, 2025 and 2024
The following table sets forth the results of our operations for the three months ended June 30, 2025, and 2024.
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2025 |
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2024 |
Sales | $ | - | $ | 1,350 |
Cost of goods sold |
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| (341) |
Gross profit |
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| 1,009 |
Operating expenses |
| (89,003) |
| (93,730) |
Loss from operations |
| (89,003) |
| (92,721) |
Other income (expense) |
| (4,884) |
| (987) |
Net loss | $ | (93,887) | $ | (93,708) |
Sales
Sales for the three months ended June 30, 2025, totaled $-0-, compared to $1,350 for the same period in 2024, representing a decrease of ($1,350), or a (100.0%) decrease compared to the previous fiscal period. The decline in sales was due to Management's efforts to secure new financing sources and redirect the company’s overall strategic focus. All sales during the 2024 period were generated by the Top Kontrol product line.
Cost of Goods Sold
Our cost of goods sold consists primarily of purchasing components and circuitry from various vendors and then utilizing third-party contract manufacturing facilities to produce our products, with final assembly conducted at our Minnesota headquarters. Cost of goods sold for the three months ended June 30, 2025, was $-0-, compared to $341 for the same period of 2024. As a percentage of overall sales, the cost of goods sold was 25.3% during the three months ended June 30, 2024.
Gross Profit
Gross profit for the three months ended June 30, 2025, was $-0-, compared to $1,009 for the same period of 2024. Our gross profit margin was 74.7% during the three months ended June 30, 2024.
Operating Expenses
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| Three Months Ended June 30, | |||
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2025 |
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2024 | |
Operating expenses: |
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| General and administrative | $ | 86,857 | $ | 93,730 |
| Research and development |
| 2,146 |
| - |
| Operating expenses | $ | 89,003 | $ | 93,730 |
Our operating expenses for the fiscal period consisted of two components: general and administrative expenses and research and development expenses. Total operating expenses were $89,003 during the three months ended June 30, 2025, compared to $93,730 for the same period of 2024, representing a decrease in operating expenses of ($4,727), or (5.0%), from the three months ended June 30, 2024.
Loss From Operations
As a result of the foregoing, our loss from operations was ($89,003) during the three months ended June 30, 2025, compared with ($93,730) for the same period of 2024. This ($4,727), or (5.0%), decrease in our loss from operations was primarily attributable to a lack of any sales efforts and related expenses during the fiscal period ended June 30, 2025.
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Other Income (Expense)
Our other income (expense) is comprised of bank interest received on cash deposits, cashback rewards generated from a bank credit card, and finance charges incurred on carried outstanding balances on our bank credit card. During the three months that ended June 30, 2025, we incurred ($4,884) in other expenses, compared to ($987) in other income for the same period of 2024.
Net Loss
The result was that our net loss was ($93,887) during the three months ended June 30, 2025, compared with ($93,708) for the same period of 2024. This $179, or 0.2%, increase in our loss from operations was primarily attributable to a lack of any sales during the fiscal period ended June 30, 2025.
Comparison of the Six Months Ended June 30, 2025 and 2024
The following table sets forth the results of our operations for the six months ended June 30, 2025 and 2024.
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| Six months ended June 30, | ||
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2025 |
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2024 |
Sales | $ | - | $ | 14,235 |
Cost of goods sold |
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| (3,421) |
Gross profit |
| - |
| 10,814 |
Operating expenses |
| (179,938) |
| (184,226) |
Loss from operations |
| (179,938) |
| (173,412) |
Other income (expense) |
| (8,314) |
| (1,777) |
Net loss | $ | (188,252) | $ | (175,189) |
Sales
Sales for the six months ended June 30, 2025, were $-0-, compared to $14,235 for the same period of 2024, representing a decrease of ($14,235), or a (100.0%) decrease compared to the previous fiscal period. All sales were attributable to Top Kontrol. The decline in sales was due to Management's efforts to secure new financing sources and redirect the company’s overall strategic focus. All sales during the 2024 period were generated by the Top Kontrol product line.
Cost of Goods Sold
Our cost of goods sold consists primarily of purchasing components and circuitry from various vendors and then utilizing third-party contract manufacturing facilities to produce our products, with final assembly conducted at our Minnesota headquarters. Cost of goods sold for the six months ended June 30, 2025, was $-0-, compared to $3,421 for the same period of 2024. As a percentage of overall sales, the cost of goods sold was 24.0% during the six months ended June 30, 2024.
Gross Profit
Our gross profit for the six months ended June 30, 2025, was $-0-, compared to $10,814 for the same period in 2024. Our gross profit margin was 76.0% during the six months ended June 30, 2024.
Operating Expenses
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| Six Months Ended June 30, | |||
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2025 |
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2024 | |
Operating expenses: |
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| General and administrative | $ | 177,792 | $ | 184,226 |
| Research and development |
| 2,146 |
| - |
| Operating expenses | $ | 179,938 | $ | 184,226 |
Our operating expenses for the fiscal period consisted of two components: general and administrative expenses and research and development expenses. Total operating expenses were $179,938 during the six months ended June 30, 2025, compared to
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$184,226 for the same period of 2024, representing a decrease in operating expenses of ($4,288), or (2.3%), from the six months ended June 30, 2024.
Loss From Operations
As a result of the foregoing, our loss from operations was ($179,938) during the six months ended June 30, 2025, compared with ($173,412) for the same period of 2024. This $6,526, or 3.8%, increase in our loss from operations was primarily attributable to a lack of any sales efforts and related expenses during the fiscal period ended June 30, 2025.
Other Income (Expense)
Our other income (expense) is comprised of bank interest received on cash deposits, cashback rewards generated from a bank credit card, and finance charges incurred on carried outstanding balances on our bank credit card. During the six months that ended June 30, 2025, we incurred ($8,314) in other expenses, compared to ($1,777) in other income for the same period of 2024.
Net Loss
The result was that our net loss was ($188,252) during the six months ended June 30, 2025, compared with ($175,189) for the same period of 2024. This $13,063, or 7.5%, increase in our net loss was primarily attributable to a lack of any sales efforts and related expenses during the fiscal period ended June 30, 2025.
Total Stockholders’ Equity
Our stockholders’ equity was $9,920,506 as of June 30, 2025.
Liquidity and Capital Resources
As of June 30, 2025, we had cash of $373,837 and working capital of approximately $1.28 million, calculated as current assets of $5.17 million less current liabilities of $3.86 million. Current assets consisted primarily of $1.26 million in inventories, $2.92 million in prepayments and other current assets, and $69,900 in amounts due from related parties. Current liabilities consisted primarily of $862,918 in accounts payable, $2.17 million in short‑term borrowings, $26,372 in notes payable, $146,954 in notes payable to related parties, and $357,123 in contract liabilities.
The increase in both current assets and current liabilities compared to December 31, 2024, principally reflects the consolidation of AI UltraProd at the acquisition date and the expansion of our operating scope.
Cash Flows
For the six months ended June 30, 2025:
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| Operating activities used $124,330 of cash, driven by our net loss of $188,252, adjusted for non‑cash items (including $505 of depreciation and $2,943 of imputed interest) and working capital changes such as a $61,998 increase in accrued payroll and timing differences in payables and other liabilities. |
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| Investing activities provided $363,522 of cash, consisting of $364,311 of cash acquired in the AI UltraProd acquisition, partially offset by $789 of capital expenditures. |
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| Financing activities provided $134,645 of cash, primarily from $5,000 in common stock issuances for cash, $26,372 in new notes payable, and $103,273 in net advances from related parties. |
Liquidity Outlook
We expect our primary liquidity needs over the next 12 months to include:
(i)funding operating losses as AI UltraProd’s revenues ramp and we invest in growth;
(ii)financing working capital, including the conversion of advances to suppliers into inventory and fulfillment of contract liabilities;
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(iii)servicing short‑term borrowings and related‑party notes; and
(iv)funding general corporate expenses, public company compliance, and integration costs.
Based on our current cash on hand, expected operating cash flows, and access to external financing, we believe we will require additional capital to fund our plan of operations. We are actively evaluating equity and debt financing alternatives, strategic partnerships, and other capital sources to support operations and growth initiatives. There can be no assurance that additional financing will be available on acceptable terms, or at all. Absent sufficient additional capital and/or a timely increase in revenues and gross profit, we may be required to curtail or delay certain activities, which could materially affect our business, results of operations, and financial condition.
As discussed in Note 2 to our consolidated financial statements, our recurring losses from operations and limited operating cash flows raise substantial doubt about our ability to continue as a going concern. Management’s plans to alleviate this doubt include pursuing capital raises, executing on our sales pipeline (including the conversion of advances to suppliers into revenue‑generating inventory), and continuing disciplined cost management. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We do not have any off‑balance sheet arrangements. We lease office and production facilities in the United States, Hong Kong, and the PRC. We intend to evaluate and, if required, recognize lease liabilities and right‑of‑use assets under ASC 842 to the extent not already reflected. We had no material capital expenditure commitments as of June 30, 2025, and we are not party to any long‑term take‑or‑pay contracts. Our short‑term borrowings and related‑party notes are expected to be refinanced, restructured, or repaid using a combination of operating cash flows and new financing.
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 June 30, 2025 and December 31, 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:
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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
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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.
Net Loss per Share Calculation
Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. SecureTech excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because SecureTech recorded a loss for the six months ended June 30, 2025.
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.
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
There are various updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on SecureTech’s financial position, results of operations or cash flows.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable since we are a smaller reporting company.
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Item 4. 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 Quarterly Report on Form 10-Q, 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 June 30, 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 interim financial statements will not be prevented or detected on a timely basis.
Management’s Quarterly 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 June 30, 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.
Management has concluded that our internal control over financial reporting had the following material weaknesses:
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| SecureTech could not maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function; |
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| SecureTech lacks sufficient resources to perform the internal audit function and does not have an Audit Committee; and |
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| 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 June 30, 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 June 30, 2025 and had not been remediated as of the date of this Amendment.
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Management believes that in order to cure the aforementioned material weaknesses, SecureTech needs to take the following steps:
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| Engage outside consultants to ensure consistency in accounting policies and procedures across the organization. This step would enhance our control over financial statement disclosures; |
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| Hire additional qualified financial personnel, including a full-time Chief Financial Officer; |
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| Expand our current board of directors to include additional independent individuals who are willing to perform directorial functions; and |
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| Increase our workforce to accommodate growing sales and higher volumes. |
Management believes that effectively addressing these material weaknesses would necessitate the addition of at least three independent board members and one executive financial officer who is independent and not a board member. We estimate that the minimum annual expense for SecureTech to retain qualified personnel to fill these vacant roles would be at least $650,000, and possibly even more.
Given that these remedial actions require hiring additional personnel at a substantial cost, these material weaknesses are likely to remain unremediated until SecureTech can generate sufficient revenues or raise significant outside funding necessary to address them. In the meantime, we will continue to rely on the limited advice of outside professionals and consultants.
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 June 30, 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.
PART II – OTHER INFORMATION
Item 1. 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 a 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.
Item 1A. Risk Factors
Not applicable since we are a smaller reporting company.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Default Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
None.
Item 6. Exhibits
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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 | ||
| 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 | ||
| 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 | ||
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31.1 |
| 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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31.2 |
| 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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32.1 |
| 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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32.2 |
| 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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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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[Signatures on Following Page]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SECURETECH INNOVATIONS, INC.
Dated: August 5, 2026 | By: | /s/ J. Scott Sitra |
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| President, Chief Executive Officer, Principal Executive Officer, and Director |
Dated: August 5, 2026 | By: | /s/ Anthony Vang |
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| Chief Financial Officer, Treasurer, Secretary, Principal Financial Officer, Principal Accounting Officer, and Director |
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