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 Venture 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 May 15, 2026, was .
2
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF OPERATIONS8
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)10
CONSOLIDATED STATEMENTS OF CASH FLOWS12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations31
Item 3. Quantitative and Qualitative Disclosures About Market Risk49
Item 4. Controls and Procedures49
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds51
Item 3. Default Upon Senior Securities52
Item 4. Mine Safety Disclosures52
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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 March 31, 2026, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 15, 2026 (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.
This determination resulted from management’s identification of the following errors in the Company’s previously issued f
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” in our filings with the United States Securities and Exchange Commission (“SEC”) |
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this 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. The outcome of the events described in the 'Risk Factors' section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, could cause actual results to differ materially from those described in the forward-looking statements. 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, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to rely unduly on these statements.
The forward-looking statements made in this 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 actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
As used in this 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 | March 31, 2026 (unaudited) | December 31, 2025 (audited) | ||||||||||
| Current assets: | ||||||||||||
| Cash and equivalents | $ | $ | ||||||||||
| Accounts receivable, current portion | 5 | |||||||||||
| Amounts due from related parties | 10 | |||||||||||
| Inventories | 4 | |||||||||||
| Prepayments and other current assets | 11 | |||||||||||
| Total current assets | $ | $ | ||||||||||
| Non-current assets: | ||||||||||||
| Equipment, net | 1 | $ | $ | |||||||||
| Operating lease right-of-use, net | ||||||||||||
| Intangible assets, patents | ||||||||||||
| Goodwill | 3 | |||||||||||
| Accounts receivable, net of non-current portion | 5 | |||||||||||
| Deferred tax asset | ||||||||||||
| 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 | March 31, 2026 (unaudited) | December 31, 2025 (audited) | ||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | $ | ||||||||||
| Accounts payable, related parties | ||||||||||||
| Amounts due to related parties | ||||||||||||
| Contract liabilities | 6 | |||||||||||
| Notes payable | ||||||||||||
| 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: | ||||||||||||
| Operating lease liabilities, net of current portion | $ | $ | ||||||||||
| Deferred tax liabilities | ||||||||||||
| Total non-current liabilities | $ | $ | ||||||||||
| Total liabilities: | $ | $ | ||||||||||
| Mezzanine equity: | ||||||||||||
| Mezzanine equity: Redeemable non-controlling interest | 14 | $ | $ | |||||||||
| Stockholders’ equity (deficit): | ||||||||||||
| Preferred stock, par value, shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||||||
| Common stock, par value, shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||||||
| Contingent consideration | 8 | |||||||||||
| Additional paid in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive gain | ||||||||||||
| 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 March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues: | ||||||||
| Sales of goods | $ | $ | ||||||
| Service revenue | ||||||||
| Total revenues | ||||||||
| Cost of revenues | ||||||||
| Gross profit | $ | $ | ||||||
| Operating expenses: | ||||||||
| General and administrative | $ | $ | ||||||
| Selling and marketing expenses | ||||||||
| Research and development | ||||||||
| Total operating expenses | $ | $ | ||||||
| (Loss) from operations | $ | ( | ) | $ | ( | ) | ||
| Other income (expenses): | ||||||||
| Change in fair value of notes payable | $ | ( | ) | $ | ||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Others, net | ( | ) | ||||||
| Total other (expenses) | $ | ( | ) | $ | ( | ) | ||
| (Loss) before income taxes | $ | ( | ) | $ | ( | ) | ||
| (Deferral) for income taxes | $ | ( | ) | $ | ||||
Net (loss) before allocation to non-controlling interests | $ | ( | ) | $ | ( | ) | ||
| Less: Net (loss) attributable to redeemable non-controlling interests | $ | ( | ) | $ | ||||
| Less: Net (loss) attributable to non-controlling interests | $ | ( | ) | $ | ||||
Net (loss) attributable to SecureTech shareholders | $ | ( | ) | $ | ( | ) | ||
| Earnings (loss) per share: | ||||||||
| Earnings (loss) per share: Basic | $ | ( | ) | $ | ( | ) | ||
| Earnings (loss) per share: Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding: | ||||||||
| Weighted average common shares outstanding: Basic | ||||||||
| Weighted average common shares outstanding: Diluted | ||||||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net profit (loss) | $ | (401,512 | ) | $ | (94,365 | ) | ||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment | $ | 47,988 | $ | (94,365 | ) | |||
| Total other comprehensive income (loss) | 47,988 | — | ||||||
Total comprehensive income (loss) before allocation to non-controlling interests | $ | (353,524 | ) | $ | (94,365 | ) | ||
| Less: Total comprehensive income (loss) attributable to Redeemable non-controlling interests | (1,795 | ) | — | |||||
| Less: Total comprehensive income (loss) attributable to non-controlling interests | (10,580 | ) | — | |||||
Total comprehensive income (loss) attributable to SecureTech shareholders | $ | (341,149 | ) | $ | (94,365 | ) | ||
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 Preferred Stock | Common Stock | Additional Paid In | Contingent | Accumulated | Other Comprehensive | SecureTech | Non-Controlling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Consideration | Deficit | Gain (Loss) | Shareholders | Interests | Total | ||||||||||||||||||||||||||||||||||
Balance as of December (audited) | $ | $ | $ | $ | ($ | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Shareholder contribution | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Share exchange | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Share exchange, related parties | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Accretions of redeemable NCI to redemption value | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net (loss) | — | — | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
Balance as of March 31, 2026 (unaudited) | 19,725 | $ | 17,077,368 | $ | $ | $ | ($ | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||
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 Preferred Stock | Common Stock | Additional Paid In | Contingent | Accumulated | Other Comprehensive | SecureTech | Non-Controlling | |||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Consideration | Deficit | Gain (Loss) | Shareholders | Interests | Total | ||||||||||||||||||||||||||||||||||
Balance as of December (audited) | $ | $ | $ | ($ | ) | ($ | ) | ($ | ) | |||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of accrued payroll expenses | — | |||||||||||||||||||||||||||||||||||||||||||
| Share exchange | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Share exchange, related parties | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Imputed interest | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net (loss) | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2025 (unaudited) | $ | $ | $ | $ | ($ | ) | $ | ($ | ) | $ | ($ | ) | ||||||||||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
11
SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net profit (loss) to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Imputed and amortized interest | ||||||||
| Loss on issuance of notes payable | ||||||||
| Change in fair value of notes payable | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Deferred income taxes | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease in accounts receivable | ||||||||
| Decrease in inventories | ||||||||
| Increase in amounts due from related parties | ( | ) | ||||||
| Increase in prepayments and other current assets | ( | ) | ||||||
| Decrease in accounts receivable, net of current portion | ||||||||
| Decrease in accounts payable | ( | ) | ( | ) | ||||
| Increase (decrease) in accounts payable, related parties | ( | ) | ||||||
| Decrease in contract liabilities | ( | ) | ||||||
| Decrease in other payables, related party | ( | ) | ||||||
| Decrease in operating lease liabilities | ( | ) | ||||||
| (Decrease) increase in accrued expenses and other current liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Acquisition of equipment | $ | ( | ) | $ | ||||
| Net cash used in investing activities | $ | ( | ) | $ | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from notes payable | $ | |||||||
| Proceeds from short-term borrowings | ||||||||
| Payments on short-term borrowings | ( | ) | ||||||
| Proceeds from a non-controlling shareholder | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net increase in cash | ||||||||
| Cash – beginning of period | ||||||||
| Effects of exchange rate changes on cash | ||||||||
| Cash – end of period | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
The accompanying notes to the financial statements are an integral part of these statements.
12
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 three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Non-cash financing activities: | ||||||||
| Accretions of redeemable NCI to redemption value | $ | 31,162 | $ | — | ||||
| Issuance of shares for accrued payroll | $ | — | $ | 322,448 | ||||
| Exchange of common shares for preferred shares | $ | 4,900 | $ | 1,000 | ||||
| Exchange of common shares for preferred shares, related party | $ | 9,400 | $ | 42,100 | ||||
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
March 31, 2026
(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. |
|
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|
• |
| Piranha Blockchain: Develops Web3 security protocols, blockchain infrastructure, digital asset reserves and management systems, and cybersecurity solutions |
|
|
|
• |
| Top Kontrol: Offers a patented anti-theft and anti-carjacking system capable of autonomously disabling a vehicle during a carjacking attempt without requiring driver intervention. |
SecureTech’s mission is to develop and deploy innovative, real-world technologies that solve critical challenges across diverse industries. The Company is focused on advancing security, improving operational efficiency, and strengthening digital resilience through its portfolio of AI, blockchain, and cybersecurity solutions.
Unaudited Financial Information
The Company's unaudited condensed financial statements have been prepared per accounting principles generally accepted in the United States (“GAAP”) for 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, 2025, has been derived from audited financial statements.
Operating results for the three months ended March 31, 2026, are not necessarily indicative of results that may be expected for the year ending December 31, 2026. These condensed financial statements should be read in conjunction with the audited
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financial statements for the year ended December 31, 2025, filed with the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission on March 25, 2026.
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 March 31, 2026.
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 March 31, 2026 and December 31, 2025, the Company had no cash equivalents.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements,” and ASC 825, “Financial Instruments,” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level |
| Description |
|
|
|
Level 1 |
| Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
Level 2 |
| Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
Level 3 |
| Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Inventory and Cost of Sales
Inventories are stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell.
Deposits
Refundable deposits are carried on the Company’s balance sheet at their fair market refundable value under current assets.
Derivative Instruments
ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair
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value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts, and records a net gain or loss on debt extinguishment.
Convertible Debt With Variable Conversion Options
The Company has issued a convertible note which contains variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001 per share, at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion, and records the put premium as interest expense.
Equipment and Depreciation
Equipment is recorded at cost and is depreciated using the straight-line method over its estimated useful life in years as follows:
Machinery equipment | - |
|||
Computer software and equipment | - |
|||
Furniture, fixtures, and equipment | - |
|||
Leasehold improvements | Life of Lease | |||
Repair and maintenance costs are expensed as incurred. Costs associated with improvements that extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the asset's remaining useful life. Gains and losses on the disposition of equipment are reflected in operations. Depreciation is provided using the straight-line method over the assets' estimated useful lives.
Depreciation expenses totaled $
| As of March 31, 2026 | As of December 31, 2025 | |||||||
| Machinery equipment | $ | $ | ||||||
| Computer, software, and equipment | ||||||||
| Furniture, fixtures, and equipment | ||||||||
| Equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Equipment, net | $ | $ | ||||||
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Consideration may be received before or after revenue is recognized; amounts received in advance are recorded as contract liabilities.
Revenue Recognition; ASC 606 Five-Step Model
Under ASC 606, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue as, or when, control of each performance obligation is transferred.
For services transferred over time, revenue is recognized based on progress toward satisfaction of the performance obligation. For performance obligations satisfied at a point in time, revenue is recognized when control passes to the customer.
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Sales of Goods
The Company recognizes revenue from the sale of (i) robotic products and related hardware, (ii) derivative products, and (iii) Top Kontrol product line offerings when control of the goods transfers to the customer. For these arrangements, the Company’s performance obligation is satisfied upon completion of delivery and installation of the related hardware and software.
Hardware and software products are delivered using the Company’s employees and inventory purchased from third‑party vendors. The Company has concluded that it acts as the principal in these transactions because it controls the goods and services before they are transferred to the customer, is primarily responsible for fulfilling the promise to deliver and install the products, and bears the risk of loss while inventory is in transit. Accordingly, revenue is recognized on a gross basis at a point in time when control transfers to the customer.
Robotic products and hardware equipment include systems used in construction, renewable energy, port logistics, and autonomous warehousing. Sales revenue also includes turnkey hardware and equipment solutions for AI computing centers, smart hospitals, smart campuses, smart water management systems, and other intelligent infrastructure applications.
Derivative products include specialized 3D printing materials (such as Geo Mix and Geo Add), customized 3D‑printed finished goods, and spare parts and accessories for 3D printing and other robotic systems.
Top Kontrol products represent sales from the Company’s legacy Top Kontrol product line.
The Company accepts returns only for defective or non‑conforming products due to manufacturing or workmanship issues, typically within 10–30 days of customer receipt. For the three months ended March 31, 2026 and 2025, the Company was not aware of any material claims related to product returns. Warranty provisions as of March 31, 2026 and December 31, 2025 were immaterial.
Service Revenue
The Company generates service revenue from technical, consulting, and advisory services related to its robotic and hardware product offerings. These services include: (i) installation and commissioning of equipment; (ii) 3D engineering design services for 3D printing applications; (iii) on‑site technical support and professional training; (iv) solution design for AI computing centers; (v) intelligent transformation services for traditional sectors (such as smart hospitals, smart campuses, and smart water systems); and (vi) equipment upgrades, maintenance, and repair services.
Service arrangements are typically governed by tender documents or contracts that specify the transaction price, scope of services, and payment terms. Revenue from these services is recognized over time as the services are performed because the customer simultaneously receives and consumes the benefits of the Company’s performance. The primary performance obligation is the ongoing support and maintenance provided throughout the contract term, which is generally satisfied based on the passage of time. Standard payment terms are 30 days from the invoice date.
Software support and maintenance services are delivered using the Company’s employees and independent vendors. The Company has determined that it acts as the principal in these arrangements and therefore recognizes revenue on a gross basis.
Transaction prices are fixed and agreed upon before services are performed. Contracts do not include provisions for refunds or returns. For the three months ended March 31, 2026, SecureTech was not aware of any material claims related to repair or inspection services.
Contracts with Multiple Performance Obligations
Certain customer contracts include a combination of equipment, materials, and services (for example, the sale of 3D printing robots bundled with design services, materials, installation, and training). For these arrangements, the Company identifies each distinct performance obligation and allocates the transaction price based on the relative standalone selling prices of each component. Revenue is recognized for each performance obligation when the related goods or services are transferred to the customer.
Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for
17
income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
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 March 31, 2026:
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 |
| 89.3% (indirect) |
| Scientific research and technical services |
Piranha Blockchain, Inc. |
| Wyoming |
| 100.0% |
| Cybersecurity & blockchain platforms |
Piranha Blockchain, Ltd. |
| Anguilla |
| 100.0% |
| International digital-asset services |
Terra Nova Technologies, Inc. |
| Wyoming |
| 100.0% |
| Top Kontrol brand holding entity |
Top Kontrol, LLC |
| Wyoming |
| 100.0% |
| Anti-theft/anti-carjacking systems |
18
Acquisition of AI UltraProd Group of Companies
On June 23, 2025, the Company, through its wholly owned subsidiary AI UltraProd, Inc., acquired 100 percent of the equity of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited holds 90 percent of Zhejiang Jizhu Technology Company Limited (“Jizhu PRC”), which in turn holds 80.4 percent of Jizhu Technology (Huzhou) Company Limited (“Jizhu Huzhou”).
The transaction was completed entirely through the issuance of equity securities. It was accounted for as a business combination under ASC 805, Business Combinations. In accordance with ASC 810‑10, Consolidation, the Company evaluated its relationships with each entity in the acquired group to determine whether consolidation was required. Control exists when an investor (i) has the power to direct the activities of an entity that most significantly affect its economic performance, (ii) is exposed to or has rights to variable returns from its involvement with the entity, and (iii) has the ability to use its power to affect those returns.
The Company determined that it holds, directly or indirectly, a controlling financial interest in each of the acquired entities because it owns more than 50 percent of the voting equity and has the ability to appoint the majority of board members and direct key operating and financial policies. Accordingly, the Company consolidates Aiultraprod Group Limited, Jizhu PRC, and Jizhu Huzhou from the acquisition date forward.
The portion of equity interests in consolidated subsidiaries not attributable, directly or indirectly, to the Company is presented as non‑controlling interests (“NCI”) or redeemable non-controlling interests (“Redeemable NCI”) in the consolidated balance sheets and statements of operations, in accordance with ASC 810. NCI acquired in a business combination are initially measured at fair value as of the acquisition date. Redeemable NCI that contains redemption features not solely within the control of the Company are classified outside of permanent equity as Redeemable NCI in the mezzanine section of the consolidated balance sheets in accordance with ASC 480-10-S99, Distinguishing Liabilities from Equity. Subsequent to initial recognition, the Company adjusts the carrying amount of Redeemable NCI to the greater of (i) the carrying amount adjusted for the NCI holders’ share of the subsidiary’s earnings or losses, contributions, and distributions, or (ii) the redemption value applicable at the reporting date per relevant contract terms. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.
The results of operations of the acquired entities are included in the Company’s consolidated statements of operations beginning June 23, 2025. The allocation of the purchase price resulted in recognition of $6,278,366 of goodwill, as described in Note 3, and $1,652,910 of contingent consideration related to a potential issuance of Series A Preferred Stock.
Subsequently, on July 14, 2025, Jizhu PRC acquired an additional 8.9% interest in Jizhu Huzhou from a minority shareholder in exchange for a one-time cash payment of 100,000 RMB (~US$14,030).
Foreign Currency Translation and Transactions
The Company presents its financial information in United States Dollars (“USD”). The functional currency for the Company is USD, while its Hong Kong subsidiary uses Hong Kong Dollars (“HKD”) as its functional currency, and the PRC subsidiaries use RMB. The assessment of each entity’s functional currency is performed according to the requirements of Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters.
In the consolidated financial statements, transactions conducted in currencies other than the applicable functional currencies are recorded using exchange rates effective on the transaction dates. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains and losses are included in the consolidated statements of loss and comprehensive income for the period in which they arise.
Entities in the PRC use RMB as their functional currency, while those in Hong Kong use HKD. Financial statements are translated into USD with assets and liabilities at period-end rates, revenue and expenses at average rates, and shareholders’ equity at historical rates. Translation adjustments are shown as a separate item in accumulated other comprehensive loss under shareholders’ equity.
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The following exchange rates are used for translation:
|
| For the three months ended March 31, 2026 | ||
Currency Exchange |
|
Period End |
|
Average Rate |
|
|
|
|
|
USD to RMB |
| 6.8980 |
| 6.9218 |
USD to HKD |
| 7.84 |
| 7.8136 |
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 Company accretes the redeemable equity interests to their redemption value, which is purchase price plus interest per year over the period since issuance to the redemption date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.
Redeemable noncontrolling interests represent redeemable equity interests issued by the Company’s subsidiary to certain investors, and have been classified as mezzanine noncontrolling interests in the consolidated financial statements as these redeemable interests represent a put option that gives these investors the right to put the interest of the Company’s subsidiary for a certain rate of return. Pursuant to ASC 480-10, the investment is currently redeemable, but not mandatorily redeemable because of the uncertainty related to whether the holder will elect redemption. The process of adjusting non-controlling interests to its redemption value should be performed after attribution of the subsidiary’s net income or loss pursuant to ASC 810. The carrying amount of non-controlling interests will equal the higher of (i) its initial fair value adjusted by accumulated earnings/losses associated with the non-controlling interest or (ii) the redemption value as of the balance sheet date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.
Fiscal Year
The Company elected December 31st for its fiscal year end.
Reclassification
Certain prior period amounts have been reclassified to conform to current presentation.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In October 2023, the FASB issued Accounting Standards Updates (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). This update will improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC’s regulations. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the impact to be material.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning
20
after December 15, 2023, on a retrospective basis, and early adoption is permitted. The adoption did not have material impact on the Company’s consolidated financial statement.
In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Board’s concepts statements from the FASB Accounting Standards Codification (the “Codification” or ASC). The ASU is part of the Board’s standing project to make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” The Company does not believe the adoption of ASU 2024-02 will have a material impact on its consolidated financial statements and disclosures.
In December 2023, FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company will apply the guidance in ASU 2023-09 for annual periods beginning after December 15, 2024, and will enhance its income tax disclosures in accordance with the requirements. The adoption will be applied prospectively and is not anticipated to have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. Early adoption of ASU 2024-03 is permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its consolidated financial statements.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides (1) all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets and (2) entities other than public business entities with an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently reviewing the provisions of this guidance, has not yet adopted the standard, and does not currently expect adoption of ASU 2025-05 to have a material effect on the consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the consolidated balance sheets, statements of operations, and cash flows.
NOTE 2 – GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Historically, the Company has experienced negative cash flows from operations. As of December 31, 2025, however, the Company reported net income attributable to shareholders of $
21
Despite these improvements, the Company’s ability to continue as a going concern is dependent upon successfully executing its growth strategy, maintaining profitability, and securing additional financing to fund working capital requirements and strategic initiatives. Current liabilities of $
These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management is actively pursuing financing arrangements and implementing cost controls to mitigate these uncertainties. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3 – GOODWILL
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. As of March 31, 2026, the Company’s goodwill balance was $
The goodwill is attributable primarily to the expected synergies from integrating AI UltraProd’s proprietary technologies, assembled workforce, and established market presence with the Company’s existing operations.
In accordance with ASC 350, goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate the asset might be impaired. As of March 31, 2026, no impairment indicators were identified. The Company expects to perform its next annual goodwill impairment assessment during the fiscal year ended December 31, 2026.
NOTE 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 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 March 31, 2026 and December 31, 2025:
As of March 31, 2026 | As of December 31, 2025 | |||||||
| 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 March 31, 2026 | As of December 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for credit losses | — | — | ||||||
| Total accounts receivable, net | $ | 2,444,124 | $ | 3,118,317 | ||||
| Accounts receivable, current portion | $ | $ | ||||||
| Accounts receivable, non-current portion | $ | $ | ||||||
22
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 March 31 2026 |
| As of December 31, 2025 |
|
|
|
|
|
Contract liabilities | $ | 145,719 | $ | 164,336 |
NOTE 7 – SHORT-TERM BORROWINGS
As of March 31, 2026, 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 March 31, 2026 | As of December 31, 2025 | |||||||
| Unsecured short-term borrowings from PRC banks | $ | 3,261,815 | $ | 2,499,607 | ||||
| Total short-term borrowings, net | $ | $ | ||||||
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. |
|
|
|
23
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 three months ended March 31, 2026, the Company issued an aggregate of shares of Series A Preferred Stock pursuant to three Share Exchange Agreements; shares of Series A Preferred Stock were issued to an unrelated party stockholder, and shares of Series A Preferred Stock were issued to two related party stockholders.
As of March 31, 2026, 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.
Share Exchange and Cancellations
During the three months ended March 31, 2026, the Company issued an aggregate of 1,430 shares of Series A Preferred Stock in exchange for an aggregate of shares of its common stock pursuant to Share Exchange Agreements; 490 shares of Series A Preferred Stock were issued to an unrelated party stockholder, and 940 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 March 31, 2026, the Company had shares of common stock issued and outstanding.
Contingent Consideration
On June 23, 2025, as part of the Company’s 100% acquisition of Aiultraprod Group Limited and related to the Acquisition and Stock Purchase Agreement, a provision was established for the potential issuance of additional Series A Preferred Stock. If all parties to the transaction unanimously agree to waive the intended spin-off of AI UltraProd, Inc. (WY) as a separate NYSE or NASDAQ-listed entity in the future, the Company would be required to issue an additional 357 shares of Series A Preferred Stock, $0.001 par value, under the no spin-off earnout provision.
Based on the terms, the instrument is classified in equity, and accordingly, was measured at its fair value at the acquisition date and will not be subsequently remeasured. As of the transaction date, the Company assessed a 10% probability that all parties would agree to exercise this provision. Consequently, contingent consideration was recorded in the amount of , calculated as potential shares multiplied by the share price and the 10% likelihood factor.
24
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 Industrial Technology.
The Company’s operations, which include marketing, purchasing and procurement, and research and development, are managed centrally. The CODM assesses financial performance using metrics such as revenue, operating profit, and key operating expenses, which are outlined below as the primary cost components for evaluating the Company’s performance.
Additionally, the CODM measures income generated from the Company’s assets by focusing on net income as a key performance indicator. This metric is used to assess the return on assets and supports strategic decision-making.
| For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue from external customers | $ | $ | ||||||
| Reconciliation of revenue: | ||||||||
| Less: Cost of goods sold | ||||||||
| Segment gross profit | $ | $ | ||||||
| Less: | ||||||||
| Salaries and payroll | ||||||||
Other segment items(1) | ||||||||
| Segment net profit (loss) | $ | ( | ) | $ | ( | ) | ||
| Reconciliation of loss: | ||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||
| Net profit (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 $-0- value.
Of these Founder’s Shares, were issued to the Company’s officers, to an entity controlled by one of the Company’s directors, and to outside consultants who assisted with the Company’s formation and early organization.
As of March 31, 2026, 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 fiscal year ended December 31, 2025, the Company entered into Share Exchange Agreements with two of its Founders, Kao Lee and Abdikarim Farah, whereby it issued an aggregate of shares of its Series A Preferred Stock in exchange for an aggregate of shares of its common stock.
During the three months ended March 31, 2026, the Company entered into Share Exchange Agreements with two of its Founders, Kao Lee and Anthony Vang, whereby it issued an aggregate of shares of its Series A Preferred Stock in exchange for an aggregate of shares of its common stock.
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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
As of March 31, 2026, the Company had aggregated $
As of March 31, 2025, the Company had aggregated $
Amounts Due to Related Parties and Imputed Interest
As of March 31, 2026, the Company had notes payable due to related parties aggregating $
As of March 31, 2025, the Company had outstanding notes payable to related parties 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
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 three months ended March 31, 2026, Aiultraprod Group Limited, a subsidiary acquired on June 23, 2025, advanced $
NOTE 11 – PREPAYMENTS AND OTHER ASSETS
As of March 31, 2026 | As of December 31, 2025 | |||||||
| Advances to suppliers | $ | $ | ||||||
| Deductible VAT | ||||||||
| Deposits | ||||||||
| Prepayments and other assets | $ | $ | ||||||
Advances to suppliers of $4,385,231 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.
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares canceled during the period are weighted for the portion of the
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period that they were outstanding. Diluted earnings (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed conversion of all outstanding convertible securities. Diluted earnings (loss) per share were the same as basic net income (loss) per share for the three months ended March 31, 2026 and 2025, as shares issuable upon the conversion of the then-outstanding convertible securities were anti-dilutive as a result of the net loss incurred for those periods.
The table below sets forth the computation of basic and diluted earnings (loss) per share:
For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Numerator: | ||||||||
| Net income (loss) attributable to SecureTech shareholders | $ | ( | ) | $ | ( | ) | ||
| Deduct: Accretions of redeemable NCI to redemption value | ( | ) | ||||||
| Net income (loss) attributable to common stock for EPS calculation | ( | ) | ( | ) | ||||
| Denominator: | ||||||||
| Basic – weighted average shares outstanding | ||||||||
| Effect of dilutive securities: | ||||||||
| Convertible note | — | — | ||||||
| Series A preferred shares | — | — | ||||||
| Diluted – weighted average shares outstanding | ||||||||
| Earnings (loss) per share: | ||||||||
| Basic | $ | ( | ) | $ | ( | ) | ||
| Diluted | $ | ( | ) | $ | ( | ) | ||
NOTE 13 – CONVERTIBLE DEBT AND DERIVATIVE LIABILITY
CFI Capital LLC Convertible Note
On September 18, 2025, the Company issued a $
The total gross proceeds from the note were $150,000. However, the Company received net cash proceeds of $
The Company elected the fair value model to account for the convertible note. The fair value was calculated using Monte Carlo valuation method. The fair value on issuance day was $
As of March 31, 2026, fair value was estimated as $
Labry’s Fund II Convertible Note
On December 10, 2025, the Company issued a $
The total gross proceeds from the note were $150,000. However, the Company received net cash proceeds of $
The Company elected the fair value model to account for the convertible note. The fair value was calculated using Monte Carlo valuation method. The fair value on issuance day was $
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As of March 31, 2026, fair value was estimated as $
Boot Capital LLC and Vanquish Funding Group Inc.
On December 18, 2025, the Company issued a $
On the same date, the Company issued a $
Both notes include a conversion feature that becomes exercisable upon the occurrence of certain events of default as stipulated in the respective agreements. Management concluded that the likelihood of such default events occurring is remote; therefore, the value of the conversion feature was determined to be minimal.
For the three months ended March 31, 2026, the Company recognized interest expense of $
Vista Capital Investment Convertible Note
On January 7, 2026, the Company issued a $
The total gross proceeds from the note were $110,000. However, the Company received net cash proceeds of $
The Company elected the fair value model to account for the convertible note. The fair value was calculated using Monte Carlo valuation method. The fair value on issuance day was $
As of March 31, 2026, fair value was estimated as $
Repayment Contingency
If the Company elects to repay the convertible notes in cash prior to the date the conversion feature becomes exercisable (six months after the issuance date), the embedded derivative would expire unexercised. In such an event, the derivative liability would be derecognized, and the note would be settled at its principal amount plus any accrued interest through the repayment date. No further remeasurement or fair value adjustments would be required after settlement.
NOTE 14 – REDEEMABLE NON-CONTROLLING INTEREST
The Company consolidates Zhejiang Jizhu Technology Co., Ltd. (“Zhejiang Jizhu”) following the acquisition of Aiultraprod Group Limited. Certain minority investors of Zhejiang Jizhu hold noncontrolling equity interests with redemption features not solely within the Company’s control. Accordingly, these non-controlling interests are classified outside permanent equity as redeemable non-controlling interests (temporary equity) in accordance with ASC 480-10-S99.
The redeemable non-controlling interests represent equity interests held by certain minority investors of Zhejiang Jizhu. Holders of these interests retain rights to participate in Zhejiang Jizhu’s residual net assets on the same basis as other equity holders. However, pursuant to investment agreements entered into in December 2024, such investors have the right to require redemption of their equity interests upon the occurrence of certain contingent events, including failure to complete an initial public offering, failure to satisfy specified contractual conditions, or failure to achieve certain operational performance targets of Zhejiang Jizhu.
The redemption amount is determined in accordance with the contractual provisions and is generally calculated based on the original investment amount plus a simple annual return of 6% or 8%, as applicable. The redemption obligation is primarily attributable to the founder, and Zhejiang Jizhu has joint liability under the agreement.
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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.
Changes in the Company's redeemable non-controlling interests during the period ended March 31, 2026 were as follows:
|
As of March 31, 2026 | As of December 31, 2025 |
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| Redeemable non-controlling interest at the beginning of the period | $ |
738,303 | $ | — | ||
| Redeemable non-controlling interest acquired in business combination |
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| ||||
| Net profit (loss) attributable to redeemable non-controlling interests |
|
( | ||||
| Accretions adjustment to the redemption value |
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( | ) | |||
| Redeemable non-controlling interest at the ending of the period | $ |
$ | ||||
NOTE 15 – CONTINGENCY/LEGAL
As of March 31, 2026, 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 16 – SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up to May 15, 2026 that the unaudited condensed consolidated financial statements were available to be issued.
Self-Amortization Note Issuance
On April 16, 2026, the Company issued a $
The total gross proceeds from the note were $
Convertible Note Issuances
Red Rock Development Group, LLC Convertible Note
On May 8, 2026, the Company issued a $445,000 convertible promissory note to Red Rock Development Group, LLC bearing interest at 10% per annum and maturing on May 8, 2027. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date. The variable conversion feature, which results in a variable number of shares upon settlement, represents an embedded derivative that is not clearly and closely related to the host debt instrument. In accordance with ASC 815, Derivatives and Hedging, this embedded derivative was required to be bifurcated and accounted for separately at fair value.
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The total net cash proceeds from the note were $
Willow Creek Capital Holdings, LLC Convertible Note
On May 8, 2026, the Company issued a $
The total net cash proceeds from the note were $
Convertible Note Repayment
On May 11, 2026, the Company redeemed its convertible note to CFI Capital, LLC for $
The Company has no further obligations to CFI Capital, LLC, and no share conversions occurred pursuant to this convertible note.
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, 2025, filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 25, 2026.
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 three-month periods reported.
Business Overview
SecureTech Innovations, Inc. is a technology-driven company focused on developing and commercializing artificial intelligence–driven manufacturing systems, blockchain‑based digital infrastructure, and innovative automotive safety technologies. Our mission is to deliver secure, efficient, and scalable technology solutions across industrial, digital, and consumer markets. We operate through three primary business units—AI UltraProd, Piranha Blockchain, and Terra Nova Technologies (Top Kontrol product line)—each addressing distinct high‑growth sectors with significant long‑term demand drivers. Our portfolio includes:
• | AI UltraProd, acquired on June 23, 2025, now serves as our primary operating business and currently generates substantially all of our consolidated revenues. |
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• | Piranha Blockchain, an early‑stage enterprise that is focused on building digital‑asset infrastructure and cybersecurity capabilities. |
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• | Terra Nova Technologies (Top Kontrol product line), a legacy product line undergoing restructuring in preparation for a planned spin‑off onto the OTCQB marketplace. |
Our business segments continue to pursue distinct commercial strategies. SecureTech provides centralized oversight of finance, governance, SEC compliance, and merger-and-acquisition activities, with the objective of enhancing long-term shareholder value.
Corporate History
SecureTech was incorporated in the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. On December 20, 2017, the Company amended its Articles of Incorporation to change its name to SecureTech Innovations, Inc.
SecureTech has established several wholly owned subsidiaries to support its strategic growth initiatives:
• | On November 19, 2021, and November 25, 2021, SecureTech formed Piranha Blockchain, Inc., a Wyoming corporation, and Piranha Blockchain, Ltd., an Anguilla-based international business company, respectively (collectively, “Piranha”). |
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• | On January 27, 2025, SecureTech incorporated two additional Wyoming-based subsidiaries: Terra Nova Technologies, Inc. and Top Kontrol, LLC. |
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• | On June 6, 2025, SecureTech formed AI UltraProd, Inc., also a Wyoming corporation. |
On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., SecureTech acquired 100% of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited owns a 90% equity interest in Zhejiang Jizhu Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (collectively, “AI UltraProd”).
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Corporate Structure
The following diagram illustrates our corporate structure as of May 15, 2026:
Recent Developments
Appointment of New President and Chief Executive Officer
Effective January 14, 2025, SecureTech appointed J. Scott Sitra as President, Chief Executive Officer, Principal Executive Officer, and member of the Board of Directors. Mr. Sitra brings extensive executive leadership experience and provides strategic guidance across SecureTech's entire portfolio of business units. He is responsible for overseeing SecureTech's enterprise-level operations, business strategy, capital markets activities, and SEC compliance initiatives.
Concurrently, Kao Lee, who previously served as President and Chief Executive Officer, transitioned to the role of President and Chief Executive Officer of Top Kontrol, LLC. Mr. Lee's responsibilities are now focused exclusively on advancing the development, commercialization, and planned spin-off of the Top Kontrol product line.
Completion Share Reduction Program (78% Reduction in Common Shares)
Over the course of the year, SecureTech reduced its issued and outstanding shares of common stock by approximately 61 million, representing a 78% reduction and aligning the capital structure with long-term shareholder interests. The Company reduced the shares of common stock by entering into share exchange agreements with certain of its shareholders and issuing shares of its Series A Preferred Stock for the common stock. As of date of May 15, 2026, SecureTech had 17,092,694 shares of its common stock issued and outstanding and 19,725 shares of its Series A Preferred Stock issued and outstanding.
Completed Acquisition of Aiultraprod Group Limited and Subsidiaries
On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., SecureTech acquired 100% of the equity interests of Aiultraprod Group Limited, a Hong Kong limited liability company. As part of this acquisition, SecureTech also assumed indirect majority ownership in two operating subsidiaries, Zhejiang Jizhu Technology Co., Ltd. and Jizhu Technology (Huzhou) Co., Ltd., each a limited liability company organized under the laws of the People’s Republic of China.
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This acquisition was completed under an Acquisition and Stock Purchase Agreement (“Acquisition Agreement”) dated June 23, 2025. Under the terms of the Acquisition Agreement, SecureTech issued 185 unregistered shares of its Series A Preferred Stock, $0.001 par value per share, to the Seller. These shares were valued at $8,565,500, equating to a per-share value of $46,300
Key highlights of this transaction include:
• | FY2025 Revenue (audited): $7.7 million FY2026 Revenue (unaudited): $2.0 million (3-months) |
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• | Technology Differentiation: AI-powered industrial 3D printing and robotic systems that deliver scalable, high-precision manufacturing solutions. |
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• | Intellectual Property Portfolio: including 14 issued patents and 13 software copyrights. |
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• | Growth Strategy: SecureTech intends to pursue aggressive expansion of AI UltraProd operations, including a potential spin-off and uplisting to the NASDAQ Capital Market as a standalone public company, subject to applicable regulatory approvals and market conditions. |
Uplisting to OTCQB Venture Market
On August 1, 2025, SecureTech’s common stock commenced trading on the OTCQB® Venture Market under the ticker symbol “SCTH”. The OTCQB is recognized by the SEC as an established public market and serves as the initial tier for early-stage and smaller reporting companies within the OTC framework. Companies listed on the OTCQB must meet rigorous financial reporting standards, maintain current filings with the SEC or a U.S. banking regulator, and annually verify company information and management certification. SecureTech’s uplist from the OTCID to OTCQB provides enhanced transparency, increased liquidity, and stronger visibility within the capital markets.
Craft Capital Management, LLC Engagement
On August 7, 2025, SecureTech engaged Craft Capital Management, LLC as its exclusive investment banking partner to support capital formation, uplisting to a national securities exchange, and strategic mergers and acquisitions. This partnership aims to strengthen SecureTech’s financial position and accelerate its growth initiatives following its recent acquisition of AI UltraProd. The collaboration is expected to enhance shareholder value and position SecureTech for scalable expansion in advanced technology sectors.
Engagement of Ajene Watson, LLC
On October 6, 2025, SecureTech engaged Ajene Watson, LLC (“AWLLC”), a business management and financial services consultancy specializing in development-stage and microcap companies. The nine-month engagement is designed to:
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| Establish a Bitcoin and Ethereum treasury management strategy; |
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| Facilitate introductions to potential strategic partners and distribution channels to support AI UltraProd’s planned 2026 entry into the U.S. market; and |
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| Enhance investor communications and disclosure practices to align with SEC expectations and improve transparency. |
AWLLC will also advise management on capital markets positioning and best practices for microcap issuers.
The nine‑month agreement includes strategic consulting services related to capital formation, disclosure practices, establishing a Bitcoin and Ethereum treasury, and AI UltraProd’s U.S. market entry. AWLLC is compensated through a combination of cash, restricted equity, and key performance incentives. AWLLC acts strictly as an independent contractor.
Engagement of Public Yield Capital
On October 21, 2025, SecureTech engaged Public Yield Capital, a firm specializing in investor outreach and capital markets engagement for smaller reporting companies. Public Yield Capital focuses on equity crowdfunding channels such as
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Regulation A+, Regulation CF, and Regulation D, and combines investment marketing, investor relations, and scalable engagement tools. Under this engagement, Public Yield Capital will:
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| Develop and manage a compliant investor awareness and communications program; |
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| Expand SecureTech’s visibility among retail and institutional investors; |
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| Support efforts to increase market liquidity and broaden the shareholder base; and |
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| Enhance overall investor relations strategy in alignment with SEC and FINRA guidelines. |
This engagement requires Public Yield to provide SecureTech with retail‑investor outreach, digital advertising, content development, and shareholder engagement services. Compensation includes both cash and restricted equity components.
2026 Roadmap: Driving Innovation and Growth
Under the leadership of our newly appointed President and Chief Executive Officer, J. Scott Sitra, SecureTech is repositioning its strategic focus to support accelerated growth, operational efficiency, and long-term shareholder value. In 2026, the Company is executing on a defined set of core initiatives, each aimed at transforming its business platform and expanding its market presence.
The principal strategic objectives include:
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| Complete NASDAQ Uplisting (Anticipated Q2 2026): SecureTech is working toward completing its planned uplisting to the NASDAQ Capital Market in Q2 2026, subject to meeting all applicable listing requirements and regulatory approvals. |
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| AI UltraProd Expansion into U.S. and Indonesian Markets: AIUP is actively entering the U.S. and Indonesian markets, leveraging its advanced AI-driven manufacturing technologies to serve high-growth industrial sectors. SecureTech is executing a staged go‑to‑market plan focused on pilot deployments, strategic alliances, and regional product assembly and manufacturing hubs to support long‑term scale. |
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| Launch Investor Awareness Program: Beginning in late February, SecureTech will initiate a structured investor awareness and communications program to enhance visibility and broaden outreach to the investment community. This initiative will follow the launch of our new corporate website and will include coordinated digital marketing, targeted investor outreach, and online presentations conducted in partnership with Public Yield Capital. These efforts are designed to increase engagement with both retail and institutional investors as we prepare for our planned uplisting. |
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| Evaluate Additional M&A Opportunities: SecureTech will continue reviewing acquisition candidates with $5–$10 million in annual revenue, strong intellectual property, and experienced management teams capable of scaling into new markets and regions. |
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| Complete the Terra Nova Technologies (Top Kontrol) Spin-Off: The company plans to finalize the previously announced spin-off of Terra Nova Technologies (Top Kontrol safety device business) onto the OTCQB in the Fall 2026. Following the spin‑off, SecureTech shareholders are expected to receive shares in the new public entity, and SecureTech’s balance sheet will reflect its equity ownership in Terra Nova Technologies, thereby enhancing long‑term SecureTech shareholder value. |
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| Establish a Bitcoin Treasury Under Piranha Blockchain: As part of its digital-infrastructure strategy, SecureTech intends to establish a BTC treasury reserve within its Piranha Blockchain subsidiary, aligning with emerging trends in digital asset management and treasury diversification. |
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AI UltraProd
AI UltraProd is dedicated to building an industrial customized solutions platform that connects creativity, intelligence, and advanced manufacturing. AI UltraProd provides end-to-end solutions covering concept design, manufacturing technology development, product realization, and delivery management.
Guided by a philosophy of deep integration and innovation, AI UltraProd tightly couples artificial intelligence, digitalization, and next-generation manufacturing technologies to serve global manufacturing enterprises.
Business Model
As an industrial customized solutions provider bridging creativity, intelligence, and manufacturing, AI UltraProd leverages artificial intelligence, digitalization, and advanced manufacturing technologies to deliver comprehensive solutions to traditional industries.
AI UltraProd provides full-process services ranging from customized solution design and technical implementation to integrated software/hardware products and supporting services, addressing complex and systemic challenges faced by clients.
AI UltraProd’s value proposition lies not in the performance of a single product, but in delivering sustained value through customized solution design, system integration, and professional delivery services.
Currently, AI UltraProd has established industry leadership in construction 3D printing robotics and has expanded into AI computing infrastructure and algorithm development, smart city solutions, intelligent healthcare and community systems, renewable energy, port logistics, and autonomous warehousing robotics.
Core Capabilities and Value Proposition
1. Robotics Product Matrix for Construction, Renewable Energy, Port Logistics, and Autonomous Warehousing
AI UltraProd has independently developed a series of 3D printing robots (including the GR1, RF1, RC1, and RT1 series), integrated with AI-driven design solutions and proprietary advanced 3D printing materials such as Geo Mix and Geo Add.
This integrated approach has created a new paradigm in the construction industry, where AI UltraProd continues to maintain a leading position.
The core value of AI UltraProd’s 3D printing technology lies in its exceptional efficiency in constructing vertical building structures (walls), which represents the largest and most direct cost-saving component in building projects.
In traditional construction budgets, structural framing (wood or masonry) and wall systems account for approximately 20%–25% of total project costs. With 3D printing technology, this cost can be reduced to 15% or lower. These savings are primarily driven by:
·Labor Reduction: Large teams of carpenters or masons are replaced by a small team of three to four technicians operating the printing system.
·Efficiency Improvement: The walls of a 2,000-square-foot house can be printed within a few days, significantly shortening the construction cycle and reducing financial and management costs.
·Material Optimization: 3D printing places material only where needed, nearly eliminating the waste commonly found on traditional construction sites.
Building upon its success in construction 3D printing robotics, AI UltraProd has accumulated deep technical expertise and industrial application capabilities. The company has expanded its robotics portfolio into renewable energy, port logistics, and autonomous warehousing, delivering integrated robotic solutions supported by coordinated software and hardware systems.
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2. Artificial Intelligence and Large-Scale Computing Infrastructure
Beyond its advanced manufacturing capabilities, AI UltraProd’s success in 3D printing is supported by AI-driven design systems that form a strong technological moat.
Leveraging its expertise in AI algorithms and accumulated industry resources, AI UltraProd provides clients with comprehensive solutions based on algorithm platforms, including system design, technical support, and integrated software and hardware services.
3. Comprehensive Intelligent Scenario Solutions
Through the integration of advanced manufacturing (3D printing), artificial intelligence, and traditional industry sectors, AI UltraProd has pioneered an innovative model that empowers conventional industries with intelligent and digital technologies.
In addition to construction, the company actively develops solutions for cities, healthcare institutions, schools, and communities. By delivering holistic intelligent solutions—covering system design, integrated hardware and software development, debugging, and delivery services—AI UltraProd enables clients to achieve sustainable growth and operational excellence.
Core Business Segments
Based on its established capability system, AI UltraProd currently operates three primary business segments:
1. Robotics and Hardware Equipment
AI UltraProd provides robotic products for construction, renewable energy, port logistics, and autonomous warehousing. The company also supplies hardware and turnkey equipment systems for AI computing centers, smart hospitals, smart campuses, smart water management systems, and other intelligent scenarios.
2. Robotics and Hardware-Related Derivative Businesses
AI UltraProd offers supporting businesses related to robotics and hardware products, including:
·Specialized printing materials for 3D printing robots
·Highly customized 3D printing services (delivered as finished products)
·Spare parts and accessories for 3D printing and other robotic systems
·Robotics leasing services
3. Robotics and Hardware-Related Technical Services
The company provides comprehensive technical support services, including:
·Installation and commissioning of robotic and hardware equipment
·3D detailed engineering design services required for 3D printing applications
·On-site technical support and professional training
·Overall solution design for AI computing centers and intelligent transformation of traditional sectors (such as smart hospitals, campuses, and water systems)
·Equipment upgrades, maintenance, and repair services
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Products and Application Scenarios
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| Model: GEO RC1 KC20 (Concrete) |
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Movable and liftable, adaptable to various operating conditions. Suitable for the trial production and manufacturing of prefabricated building components, various landscape parts, urban furniture, special-shaped sculptures, retaining walls, etc. | |
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| Model: GEO RT1 KC20 (Concrete) |
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The guide rail is expandable, and the robot can move along the rail. Suitable for the mass production of prefabricated building components, various concrete landscape parts, urban furniture, special-shaped sculptures, etc. | |
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| Model: GEO RF1 KC20 (Concrete)
Highly integrated, enabling rapid and precise construction of concrete structures. Suitable for the trial production and manufacturing of various small and medium-sized concrete components. |
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| Model: GEO RF1 KP10 (Polymer) |
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Highly integrated, enabling rapid and precise construction. Suitable for the trial production and manufacturing of various small and medium-sized polymer products. | |
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| Model: GEO RT1 KP10 (Polymer) |
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The guide rail is expandable, and the robot can move along the rail. Suitable for the mass production of prefabricated polymer components, various landscape decorations, urban furniture, special-shaped sculptures, etc. | |
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| Model: GEO GD1 (Concrete) |
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A laboratory research device suitable for teaching and scientific research, material R&D, and landscape ornament printing. It features flexible layout and simple operation. |
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| Model: GEO GD2 (Concrete) |
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High precision, flexibility, easy operation, strong environmental adaptability – for trial production/manufacturing of small and medium-sized concrete components. | |
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Foundations of AI UltraProd’s Success
1. Solving Complex Problems and Creating Higher Value
Clients purchase not merely isolated software or hardware products, but measurable outcomes that ensure smooth business operations.
For example, in the 3D printing robotics business, AI UltraProd not only supplies the equipment, but also provides the required 3D detailed design services and proprietary printing materials. If clients lack experienced operational teams, AI UltraProd dispatches professional engineers for training and on-site support, ensuring clients can generate tangible value from this technology.
This transforms AI UltraProd from a product supplier into a long-term value partner, enabling higher margins and stronger strategic positioning.
2. Building Strong Customer Stickiness
AI UltraProd supports clients not only in deploying solutions but also in continuously extracting value from them. Because its solutions address multidimensional operational needs and deliver concrete results, the switching costs—both direct and indirect—for customers are significantly high, fostering long-term, stable partnerships.
3. Cross-Industry Ecosystem Synergy
By collaborating with leading AI algorithm and computing companies, top software providers, hardware manufacturers, and service partners, AI UltraProd integrates cutting-edge technologies into traditional industry scenarios.
This ecosystem approach enables clients to build competitive advantages that competitors find difficult to replicate, strengthening their long-term strategic moat.
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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 is focused on developing next-generation blockchain, Web3, and cybersecurity platforms that enable secure digital asset management, enhance online privacy, and protect users from emerging cyber threats.
• | Data Centers: Development of secure, low-cost data centers powered by renewable energy, designed to support blockchain operations while minimizing environmental impact. |
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• | Advanced Cybersecurity Solutions: Deployment of proprietary cybersecurity hardware and software to protect client data, digital identities, and assets from theft, ransomware, and other malicious attacks. |
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• | Blockchain Infrastructure & Crypto Platforms: Creation of robust systems for cryptocurrency mining, digital asset storage, and trading exchanges, supporting the evolving needs of the blockchain ecosystem. |
Revenue Model
Piranha intends to generate revenue through four primary channels:
• | Product Sales: One-time sales of cybersecurity hardware and software applications. |
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• | Subscription Services: Recurring revenue from cybersecurity subscriptions and hosting services. |
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• | Cryptocurrency Ventures: Mining operations, third-party rig hosting, and joint venture initiatives. |
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• | Transaction Fees: Fees from crypto exchanges, trading, and fiat conversions. |
Growth Strategy
Piranha’s expansion strategy combines internal innovation with targeted acquisitions:
• | Internal Development: Investment in proprietary technologies and product innovation to drive organic growth. |
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• | Strategic Acquisitions: Identification and acquisition of synergistic businesses to accelerate market penetration and expand capabilities. |
Top Kontrol Product Line
Top Kontrol® is a next-generation automotive security system engineered to prevent both passive theft and active carjacking—without requiring any action from the driver. Unlike conventional vehicle immobilizers, Top Kontrol is designed to protect occupants during real-time threats, making it the most advanced anti-theft and anti-carjacking solution available today.
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Key Features and Benefits
Top Kontrol’s patented technology delivers comprehensive protection through:
|
| ·Anti-Theft Circuits: Actively prevent unauthorized vehicle access and operation. |
|
| ·Idle Theft Prevention: Automatically stops theft even when keys are in the ignition and the engine is idling. |
|
| ·Carjacking Defense: Detects and responds to carjacking attempts with both active and passive countermeasures. |
|
| ·Non-Interference Design: Seamlessly integrates without disrupting OEM vehicle systems. |
|
| ·Universal Compatibility: Works with most car and truck makes and models. |
|
| ·Manual Engine Kill Switch: Enables manual engine shutdown for added control. |
|
| ·Wireless Code Security: Blocks attempts to intercept or spoof wireless security signals. |
|
| ·Battery-Independent Operation: Functions even when the vehicle’s battery is disabled. |
Market Landscape and Competitive Advantage
In 2024, U.S. vehicle thefts surged to 850,708 incidents, marking a 105% increase since 2019. Top Kontrol competes with brands such as Viper, Clifford, and OEM-integrated immobilizers. Its key differentiator is automated anti-carjacking defense—a feature unmatched by competitors and increasingly vital in high-risk urban environments.
Corporate Strategy and Spin-Off Plans
SecureTech Innovations is currently restructuring Top Kontrol under its wholly owned subsidiary, Terra Nova Technologies, Inc., in preparation for a planned spin-off on the OTCQB Venture Market. SecureTech plans to finalize the spin‑off in Fall 2026. Following the spin‑off, SecureTech shareholders are expected to receive shares in the newly public entity, and SecureTech’s balance sheet will reflect ownership of equity in a separate public company, which may enhance long‑term shareholder value.
Competition
SecureTech, through its subsidiaries AI UltraProd, Piranha Blockchain, and Top Kontrol, operates in highly competitive industries. Success depends on our ability to continuously develop innovative technologies and market them effectively. Our strategy centers on attracting a substantial customer base to support sustained profitability.
We face intense competition from established companies with significant financial resources, deep operating histories, and strong market presence. Their advantages in marketing, purchasing power, and negotiating leverage present ongoing challenges. Furthermore, emerging startups and lesser-known rivals continue to enter the space with disruptive solutions.
Despite the breadth and scale of our target markets offering room for successful competition, technological evolution remains rapid and unpredictable. To remain relevant and resilient, SecureTech prioritizes adaptability and continuous innovation across all its business segments.
Manufacturing
SecureTech’s manufacturing operations span multiple geographies.
AI UltraProd Products
AI UltraProd’s additive construction systems are assembled in Ningbo and Hangzhou, PRC, using a modular supply chain of local CNC, laser, and materials vendors. AI UltraProd maintains ISO 9001-certified quality processes and leases 128 m² of office space for its headquarters and 197 m² of production space in Zhejiang Province. AI UltraProd does not operate any long-term take-or-pay material contracts and sources metal powders from qualified domestic mills under annual framework agreements.
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Top Kontrol Products
Top Kontrol is manufactured by US-based contract manufacturers, with the final assembly taking place at our Minnesota headquarters. We deliberately avoid long-term or exclusivity agreements to preserve flexibility in selecting partners and responding to market demands.
Government Regulation
SecureTech products meet all applicable regulatory requirements. We actively monitor changes in the regulatory landscape to ensure ongoing compliance.
AI UltraProd
Compliant with ISO 9001 and CE directives for exported equipment. Construction-grade UHPC is certified under PRC GB/T 50082-2019 durability standards. Export classifications fall under U.S. BIS EAR99. No current products are subject to ITAR or EU dual-use regulations, to the Company’s knowledge.
Piranha Blockchain
Actively monitors and aligns with SEC and CFTC digital asset regulations, FinCEN AML/KYC guidelines, and OFAC sanctions lists. Compliance personnel review protocol updates quarterly.
Top Kontrol
Certified by the Federal Communications Commission (FCC) with a Declaration of Conformity issued in March 2020.
Compliance with Environmental Laws
As of March 31, 2026, 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 14 issued PRC patents, including CN219214112U for quick-release large-format build plates. It also owns 13 copyrighted software packages for generative design, slicing, simulation, and robotic control.
Patent Strategy
We actively pursue patent applications for novel product features, disclosing critical components to our patent counsel under confidentiality prior to public release. Patent applications may not always be granted or may exclude key claims.
Trademark Protection
SecureTech owns federally registered trademarks, including SECURETECH INNOVATIONS® and TOP KONTROL®. Trademark applications for PIRANHA BLOCKCHAIN and AI ULTRAPROD are currently pending with the U.S. Patent and Trademark Office (USPTO).
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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 March 31, 2026, SecureTech employed 26 individuals across all business units, comprising 22 full-time and five part-time employees. The geographic breakdown of our employees is as follows:
·United States: Five employees, comprised of one full-time employee and four part-time employees.
·Hong Kong & Mainland China: 21 employees, comprised of 20 full-time employees, one part-time employee.
Properties
SecureTech’s principal executive offices are in leased office space located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113.
AI UltraProd leases executive office space in Hong Kong and operates production facilities from leased industrial premises in Zhejiang Province, PRC.
SecureTech does not own or lease any other property or equipment.
Legal Proceedings
During the past ten years no director, person nominated to become a director or executive officer, or promoter of SecureTech has been involved in any legal proceeding that would require disclosure hereunder.
From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is subject to inherent uncertainties for which the outcome cannot be predicted. Any adverse result in these or other legal matters could arise and cause harm to our business. We currently are not party to any claim or litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business.
Available Information
We maintain a website with the address www.securetechinnovations.com. We make available free of charge through our Internet website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and any amendments thereto, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We are not including the information on our website as a part of, nor incorporating it by reference into, this report. Additionally, the SEC maintains a website that contains annual, quarterly, and current reports, proxy statements, and other information that issuers, including us, file electronically with the SEC. The SEC’s website address is www.sec.gov.
Note Regarding Third-Party Information
This Quarterly Report on Form 10-Q incorporates market data, statistical information, and estimates drawn from various sources, including industry analysts' reports, market research firms' publications, and other independent resources. Additionally, our management team provides its own well-founded estimates and analyses.
While we consider these third-party reports reputable, it’s important to note that we have not independently verified the underlying data sources, methodologies, or assumptions. Information based on estimates, forecasts, projections, or market research inherently carries uncertainties. As a result, actual events or circumstances may materially diverge from what is reflected in this information.
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Results of Operations
Comparison of the Three Months Ended March 31, 2026 and 2025
The following table sets forth the results of our operations for the three months ended March 31, 2026, and 2025.
|
| Three Months Ended March 31, | |||
|
|
2026 |
|
2025 | |
Sales | $ | 2,079,735 | $ | - | |
Cost of goods sold |
| (1,894,409) |
| - | |
Gross profit |
| 185,326 |
| - | |
Operating expenses |
| (502,343) |
| (90,935) | |
Profit (loss) from operations |
| (317,017) |
| (90,935) | |
Other (expense) |
| (98,252) |
| (3,430) | |
Provision (benefit) for income taxes |
| (13,757) |
| - | |
Net profit (loss) | $ | (401,512) | $ | (94,365) | |
| Less: net profit (loss) attributable to redeemable non-controlling interests |
| (1795) |
| - |
| Less: net profit (loss) attributable to non-controlling interests |
| (10,580) |
| - |
Net profit (loss) attributable to SecureTech shareholders | $ | (389,137) | $ | (94,365) | |
Sales
Sales for the three months ended March 31, 2026, totaled $2,079,735, compared to $-0- for the same period in 2025. All sales are the result of SecureTech’s acquisition of AI UltraProd.
Sales were attributable as follows:
|
| Three Months Ended March 31, | ||
|
|
2026 |
|
2025 |
AI UltraProd products | $ | 1,959,252 | $ | - |
AI UltraProd services |
| 120,483 |
| - |
Total sales | $ | 2,079,735 | $ | - |
Cost of Goods Sold
Cost of goods sold for the three months ended March 31, 2026, was $1,894,409, compared to $-0- for the same period in 2025. As a percentage of overall sales, the cost of goods sold was 91.1% during the three months ended March 31, 2026.
Gross Profit
Gross profit for the three months ended March 31, 2026, was $185,326, compared to $-0- for the same period in 2025. Our gross profit margin was 8.9% during the three months ended March 31, 2026.
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Operating Expenses
|
| Three Months Ended March 31, | |||
|
|
2026 |
|
2025 | |
Operating expenses: |
|
|
|
| |
| General and administrative | $ | 433,355 | $ | 90,935 |
| Selling and marketing expenses |
| 2,135 |
| - |
| Research and development |
| 66,853 |
| - |
| Operating expenses | $ | 502,343 | $ | 90,935 |
Our operating expenses for the fiscal period consisted of four components: general and administrative expenses, selling and marketing expenses, research and development expenses, and government grants. Total operating expenses were $502,343 during the three months ended March 31, 2026, compared to $90,935 for the same period of 2025, representing an increase in operating expenses of $411,408, or 452.4%, from the three months ended March 31, 2025. The increase in operating expenses is a result of SecureTech's acquisition of AI UltraProd.
Profit (Loss) From Operations
As a result of the foregoing, our loss from operations was ($317,017) during the three months ended March 31, 2026, compared with an operating loss of ($90,935) for the same period of 2025. The $226,082, or 248.6%, increase in operating loss is the result of increased operating activities derived from SecureTech's acquisition of AI UltraProd.
Other Income (Expense)
Our other income (expense) is comprised of change in fair value of notes payable, bank interest received on cash deposits, interest paid on outstanding loans, and other non-operating items. During the three months ended March 31, 2026, we had ($98,252) in other income (expense) comprised of ($11,400) in change in fair value of notes payable, $120 in bank interest received on cash deposits, ($68,171) in interest paid on outstanding loans, and ($18,801) in other non-operating expenses. This compares to ($3,430) in other income (expense) comprised solely of interest paid on outstanding loans for the same period in 2025. The increase in other income (expense) is largely due to SecureTech's acquisition of AI UltraProd.
Provision for Income Taxes
During the three months ended March 31, 2026, we recorded a tax deferral gain of $13,757, compared to no provision for income taxes during the same period of 2025. The tax deferral gain is the result of SecureTech’s acquisition of AI UltraProd.
Net Profit (Loss)
The result was that our net loss was ($401,512) during the three months ended March 31, 2026, compared with a net loss of ($94,365) for the same period of 2025. After taking into consideration non-controlling interests of ($12,375) for the three months ended March 31, 2026, SecureTech generated a net loss of ($389,137) that was attributable to SecureTech’s shareholders, and is the result from SecureTech’s acquisition of AI UltraProd.
Total Stockholders’ Equity (Deficit)
Our stockholders' equity attributable to SecureTech shareholders was $10,473,063 as of March 31, 2026, compared to a stockholders' deficit of ($210,755) on March 31, 2025. The improvement in stockholders' equity is primarily the result of SecureTech's acquisition of AI UltraProd.
Liquidity and Capital Resources
Our principal liquidity demands relate to our efforts to generate sales, manufacture inventory, and cover expenditures related to sales, regulatory compliance, and general corporate purposes. We intend to meet our liquidity needs, including capital expenditures for manufacturing inventory and business expansion, primarily through cash flow from operations and sales of our securities.
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As of March 31, 2026, SecureTech Innovations, Inc. had cash and cash equivalents of $407,580 compared to $6,485 for the same period in 2025. The increase reflects the acquisition of AI UltraProd on June 23, 2025, cash generated from operations, and financing activities. Total current assets were $7.3 million, primarily consisting of accounts receivable of $1.3 million, inventories of $1.1 million, and prepayments of $4.4 million. Non-current assets totaled $11.5 million, driven largely by accounts receivable (net of current portion), acquired intangible assets (patents), and goodwill recognized in connection with the acquisition of AI UltraProd.
Total current liabilities increased to $6.0 million as of March 31, 2026, compared to $0.2 million as of March 31, 2025. Total current liabilities primarily consisted of short term borrowings of $3.3 million, accounts payable of $0.3 million, notes payable of $0.7 million, contract and operating lease liabilities of $0.1 million, and accrued expenses of $1.3 million. Non current liabilities were $0.7 million, consisting of operating lease obligations and deferred tax liabilities. As a result, total liabilities were $6.8 million, and total stockholders' equity improved to $10.5 million, compared to a deficit of $0.2 million as of March 31, 2025
For the three months ended March 31, 2026, SecureTech generated revenues of $2.1 million and reported a net loss attributable to shareholders of ($0.4 million), compared to a net loss of ($0.1 million) for the same period in 2025. Gross profit was $0.2 million, reflecting a gross margin of approximately 8.9%. Operating cash flows for the period were affected by working capital changes, including material changes in receivables, inventories, and prepayments associated with the scaling of AI UltraProd operations.
Cash Flows
For the three months ended March 31, 2026:
·Operating activities: Net cash used in operating activities was approximately $1.1 million, compared to $0.1 million for the same period in 2025. The increase was primarily driven by a $1.2 million decrease in accounts payable and a $1.0 million increase in prepayments to suppliers related to the scaling of AI UltraProd operations. These working capital movements reflect SecureTech's active growth trajectory and near-term liquidity management requirements.
·Investing activities: Net cash used in investing activities was $13,461, consisting solely of equipment purchases. SecureTech had no material investing cash flows in the prior year period.
·Financing activities: Net cash provided by financing activities was approximately $1.2 million, driven by proceeds of $1.5 million from short-term borrowings, $0.1 million from the issuance of a promissory note, and $0.4 million in proceeds from a non-controlling shareholder. In the prior year period, financing cash flows consisted solely of proceeds from a note payable.
·Overall change in cash: As a result of the foregoing, cash and cash equivalents increased to $407,580 as of March 31, 2026, compared to $233,825 as of December 31, 2025.
Liquidity Outlook
As of March 31, 2026, SecureTech had cash and cash equivalents of $407,580. Management believes that existing cash resources, together with anticipated revenues from AI UltraProd and its other subsidiaries, will be sufficient to meet near-term operating obligations. However, execution of SecureTech's growth strategy — including its pending application to uplist to a national securities exchange, continued merger and acquisition activity, and the planned spin-off of Terra Nova Technologies (Top Kontrol) — will require additional capital beyond what is currently available. SecureTech expects to pursue a combination of short-term bridge financing, longer-term debt facilities, and equity issuances to fund these initiatives. There can be no assurance that such financing will be available on terms favorable to SecureTech, or at all.
SecureTech's ability to continue as a going concern depends on the successful execution of its business plan, the generation of consistent positive cash flows from operations, and the securing of additional financing as needed. Management continues to monitor liquidity closely and is committed to aligning expenditures with available resources while pursuing strategic growth opportunities. See Note 2 — Going Concern in the notes to the financial statements in this Quarterly Report for additional information.
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Going Concern Consideration
Our independent registered public accounting firm issued a going concern opinion in their audit report dated March 24, 2026. This report is included in our Annual Report on Form 10-K filed with the SEC on March 25, 2026. This opinion indicates that our auditors believe there is substantial doubt about our ability to continue as an ongoing business for the next 12 months.
Off-Balance Sheet Operations
As of March 31, 2026, we had no off-balance sheet activities or operations.
Critical Accounting Policies
Use of Estimates
The accompanying financial statements of SecureTech have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, SecureTech considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of March 31, 2026 and December 31, 2025, SecureTech had no cash equivalents.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements,” and ASC 825, Financial Instruments, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level |
| Description |
|
|
|
Level 1 |
| Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
Level 2 |
| Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
Level 3 |
| Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Inventory and Cost of Sales
Inventories are stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, Management reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell.
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.
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Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Consideration may be received before or after revenue is recognized; amounts received in advance are recorded as contract liabilities.
Revenue Recognition; ASC 606 Five-Step Model
Under ASC 606, SecureTech recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue as, or when, control of each performance obligation is transferred.
For services transferred over time, revenue is recognized based on progress toward satisfaction of the performance obligation. For performance obligations satisfied at a point in time, revenue is recognized when control passes to the customer.
Sales of Goods
SecureTech recognizes revenue from the sale of (i) robotic products and related hardware, (ii) derivative products, and (iii) Top Kontrol product line offerings when control of the goods transfers to the customer. For these arrangements, SecureTech’s performance obligation is satisfied upon completion of delivery and installation of the related hardware and software.
Hardware and software products are delivered using SecureTech’s employees and inventory purchased from third‑party vendors. SecureTech has concluded that it acts as the principal in these transactions because it controls the goods and services before they are transferred to the customer, is primarily responsible for fulfilling the promise to deliver and install the products, and bears the risk of loss while inventory is in transit. Accordingly, revenue is recognized on a gross basis at a point in time when control transfers to the customer.
Robotic products and hardware equipment include systems used in construction, renewable energy, port logistics, and autonomous warehousing. Sales revenue also includes turnkey hardware and equipment solutions for AI computing centers, smart hospitals, smart campuses, smart water management systems, and other intelligent infrastructure applications.
Derivative products include specialized 3D printing materials (such as Geo Mix and Geo Add), customized 3D‑printed finished goods, and spare parts and accessories for 3D printing and other robotic systems.
Top Kontrol products represent sales from SecureTech’s legacy Top Kontrol product line.
SecureTech accepts returns only for defective or non‑conforming products due to manufacturing or workmanship issues, typically within 10–30 days of customer receipt. For the three months ended March 31, 2026 and 2025, the Company was not aware of any material claims related to product returns. Warranty provisions as of March 31, 2026 and December 31, 2025 were immaterial.
Service Revenue
SecureTech generates service revenue from technical, consulting, and advisory services related to its robotic and hardware product offerings. These services include: (i) installation and commissioning of equipment; (ii) 3D engineering design services for 3D printing applications; (iii) on‑site technical support and professional training; (iv) solution design for AI computing centers; (v) intelligent transformation services for traditional sectors (such as smart hospitals, smart campuses, and smart water systems); and (vi) equipment upgrades, maintenance, and repair services.
Service arrangements are typically governed by tender documents or contracts that specify the transaction price, scope of services, and payment terms. Revenue from these services is recognized over time as the services are performed because the customer simultaneously receives and consumes the benefits of SecureTech’s performance. The primary performance obligation is the ongoing support and maintenance provided throughout the contract term, which is generally satisfied based on the passage of time. Standard payment terms are 30 days from the invoice date.
Software support and maintenance services are delivered using SecureTech’s employees and independent vendors. SecureTech has determined that it acts as the principal in these arrangements and therefore recognizes revenue on a gross basis.
Transaction prices are fixed and agreed upon before services are performed. Contracts do not include provisions for refunds or returns. For the three months ended March 31, 2026, SecureTech was not aware of any material claims related to repair or inspection services.
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Contracts with Multiple Performance Obligations
Certain customer contracts include a combination of equipment, materials, and services (for example, the sale of 3D printing robots bundled with design services, materials, installation, and training). For these arrangements, SecureTech identifies each distinct performance obligation and allocates the transaction price based on the relative standalone selling prices of each component. Revenue is recognized for each performance obligation when the related goods or services are transferred to the customer.
Income Taxes
SecureTech accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
SecureTech maintains a valuation allowance with respect to deferred tax assets. SecureTech establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration SecureTech’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
Changes in circumstances, such as SecureTech generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
Recent Accounting Pronouncements
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.
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 March 31, 2026. 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.
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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 March 31, 2026, 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:
• |
| SecureTech does not have an Audit Committee; and |
|
|
|
• |
| We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert for SecureTech. The Board of Directors is comprised of two (2) members, both of whom also serve as executive officers. As a result, there is a lack of independent oversight of the management team, a lack of independent review of our operating and financial results, and a lack of independent review of disclosures made by SecureTech. |
These weaknesses have existed since SecureTech’s inception on March 2, 2017, and have not been remedied as of March 31, 2026. 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 March 31, 2026 and had not been remediated as of the date of this Amendment.
Management believes that in order to cure the aforementioned material weaknesses, SecureTech needs to take the following steps:
• |
| Expand our current board of directors to include additional independent individuals who are willing to perform directorial functions; and |
|
|
|
• |
| Establish an Audit Committee comprised solely of independent directors. |
Management believes that addressing the identified material weaknesses requires adding at least three independent directors with appropriate professional business and accounting experience, a solid understanding of U.S. GAAP, and familiarity with securities regulatory compliance and financial reporting requirements.
As of the date of this Quarterly Report, the Company has taken the following concrete steps toward remediating the identified material weaknesses:
·Brian Zucker, CPA — Formally nominated as an independent director and Audit, Nominating, and Compensation Committee member (announced March 31, 2026).
·Robert V. Castro, CPA/CGMA — Formally nominated as an independent director and Audit, Nominating, and Compensation Committee member (announced April 7, 2026).
·Robert J. Williams, CPA — Formally nominated as an independent director and Audit, Nominating, and Compensation Committee member (announced April 14, 2026).
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Each of the foregoing nominees has agreed to serve on the Board of Directors and as a member of the Audit, Nominating, and Compensation Committees upon their formal appointment. SecureTech intends to formally seat all three independent directors as promptly as practicable, and in any event concurrently with or prior to the effectiveness of any national securities exchange listing. The formal seating of these directors is not contingent upon the approval of such listing. SecureTech is actively pursuing their formal seating in parallel with its uplisting application.
Management believes that the formal seating of these three independent directors, together with the establishment of a properly constituted Audit Committee comprised solely of independent members, will remediate all remaining material weaknesses in SecureTech's internal control over financial reporting. SecureTech will continue to evaluate the effectiveness of its disclosure controls and internal controls as these governance improvements are implemented and will provide updates in future filings as appropriate.
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 March 31, 2026. 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 have materially affected, or are 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
As a smaller reporting company, we are not required to include a full risk factor section in this Quarterly Report on Form 10-Q. However, we are required to disclose any material changes to the risk factors previously described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 25, 2026. There have been no developments occurring during or subsequent to the quarter ended March 31, 2026 that would represent a material change to, or require an update to, the risk factors previously disclosed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended March 31, 2026, SecureTech issued the following unregistered equity securities. The transactions described below were previously reported on SecureTech's Current Reports on Form 8-K filed with the SEC on January 12, 2026. The following disclosure is provided pursuant to Item 701 of Regulation S-K.
Series A Preferred Stock (Share Exchange Agreements)
On January 7, 2026, SecureTech entered into Share Exchange Agreements with three shareholders (two related and one unrelated) pursuant to which it issued an aggregate of 1,430 shares of its Series A Preferred Stock, $0.001 par value per share,
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in exchange for an aggregate of 14,300,000 shares of its common stock, $0.001 par value per share. The individual transactions were as follows:
Date | Recipient | Series A Shares Issued | Common Shares Exchanged | Relationship |
1/7/26 | Unrelated Shareholder | 490 | 4,900,000 | Non-affiliate |
1/7/26 | Kao Lee | 260 | 2,600,000 | Related party / Founder |
1/7/26 | Anthony Vang | 680 | 6,800,000 | Related party / Founder |
All shares of common stock received in these exchanges were subsequently canceled. No cash consideration was paid or received in connection with any of the foregoing transactions. The Series A Preferred Stock issued in these transactions was not registered under the Securities Act of 1933, as amended (“Securities Act”). SecureTech relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated thereunder, on the basis that the transactions did not involve a public offering, each recipient had access to information about SecureTech equivalent to that which would be included in a registration statement, and each recipient represented that they were acquiring the securities for investment purposes and not with a view to distribution. No underwriters were engaged, and no underwriting discounts or commissions were paid in connection with any of these transactions.
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 | ||
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| Patent License Agreement between SecureTech, Inc. and Shongkawh, LLC dated March 2, 2017 |
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S-1 |
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333-223078 |
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10.1 |
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2/16/2018 | |
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10-Q |
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10.2 |
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5/15/24 | ||
| 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 | ||
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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32.1 |
| Certification of J. Scott Sitra, Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 |
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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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101.INS |
| XBRL Instance Document |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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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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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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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