[10-Q] Securetech Innovations, Inc. Quarterly Earnings Report
SecureTech Innovations (SCTH) reported a transformational Q3 2025 driven by its AI UltraProd acquisition. For the nine months ended September 30, 2025, revenue rose to $3,736,527 from $14,235 a year earlier, producing gross profit of $1,005,449. The company swung to net income attributable to shareholders of $302,746 versus a prior-period loss of $258,892.
Total assets increased to $15,448,142, including $8,450,439 of goodwill from AI UltraProd and $1,864,333 of accounts receivable. Cash reached $394,370, while total liabilities were $4,487,339 and stockholders’ equity improved to $10,960,803 from a deficit at year-end 2024.
The company completed a “Phase 1” share reduction by canceling 43,100,000 common shares and now has 17,895 Series A preferred shares outstanding, each with 10,000 votes. New financing includes $2,452,592 in PRC bank short-term borrowings and a $150,000 convertible note with an $84,326 derivative liability. Despite returning to profitability, management discloses substantial doubt about its ability to continue as a going concern due to limited cash and $4,288,523 of current liabilities, and is pursuing additional financing, an uplisting, and a planned Top Kontrol spin-off.
- Return to profitability with major revenue growth: For the nine months ended September 30, 2025, SecureTech generated revenue of $3,736,527 (vs. $14,235 in 2024) and net income attributable to shareholders of $302,746 (vs. a $258,892 loss), driven largely by the AI UltraProd acquisition.
- Balance sheet turnaround and equity improvement: Total assets increased to $15,448,142 and stockholders’ equity rose to $10,960,803 at September 30, 2025, from a stockholders’ deficit of $(440,042) at December 31, 2024, reflecting the AI UltraProd business combination and related equity issuances.
- Going concern uncertainty and tight liquidity: Despite positive net income, current liabilities of $4,288,523 and cash of $394,370 at September 30, 2025, combined with reliance on new short-term borrowings and a $150,000 convertible note, led management to conclude that substantial doubt exists about the company’s ability to continue as a going concern within one year.
- Increased leverage and complex financing: New unsecured short-term bank loans of $2,452,592 in the PRC and a convertible note with an $84,326 derivative liability add refinancing and dilution risk alongside existing related-party debt.
Insights
SCTH’s AI UltraProd deal drove rapid growth and a profit, but liquidity pressure and going concern risk remain significant.
SecureTech’s acquisition of AI UltraProd transformed its scale, with nine-month 2025 revenue of
However, the balance sheet shows constraints. At
Capital structure is shifting as well. SecureTech canceled
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
or
For the transition period from ________ to ________
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
(Address of principal executive offices)
Tel:
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
N/A |
| N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act: None
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, $0.001 par value |
| SCTH |
| OTCQB Exchange |
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer ¨ | Accelerated Filer ¨ |
Smaller Reporting Company | |
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ¨
The number of shares outstanding of the Registrant’s common stock, $0.001 par value, as of November 19, 2025, was .
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TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements5
CONSOLIDATED BALANCE SHEETS5
CONSOLIDATED STATEMENTS OF OPERATIONS7
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)8
CONSOLIDATED STATEMENTS OF CASH FLOWS10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations26
Item 3. Quantitative and Qualitative Disclosures About Market Risk41
Item 4. Controls and Procedures41
PART II – OTHER INFORMATION
Item 1. Legal Proceedings42
Item 1A. Risk Factors42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds42
Item 3. Default Upon Senior Securities43
Item 4. Mine Safety Disclosures43
Item 5. Other Information43
Item 6. Exhibits43
SIGNATURES45
3
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:
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| Our ability to execute our growth strategies |
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| Supply chain disruptions and general price inflation |
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| Our ability to maintain favorable relationships with suppliers and manufacturers |
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| Competition from more established and better financed competitors |
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| Our ability to attract and retain competent and qualified personnel |
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| Regulatory changes and developments affecting our business |
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| Our ability to obtain additional capital to finance operations |
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| Managing a “just right” product inventory size and mix |
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| Impacts on our business from epidemics, pandemics, or natural disasters |
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| Our ability to remediate the material weakness in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or to maintain effective disclosure controls and procedures and internal control over financial reporting |
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| Other risks and uncertainties, including those listed in the section titled “Risk Factors” contained in our filings with the United States Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results or outcomes could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into or reviewed all relevant information. These statements are inherently uncertain, and investors are cautioned not to rely unduly on these statements.
The forward-looking statements made in this Quarterly Report are based on events or circumstances as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report to reflect events or circumstances after the date of this Quarterly Report or to reflect new information or the occurrence of unanticipated events except as required by law. We may not achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “SecureTech,” “Registrant,” “Company,” and “Issuer” mean SecureTech Innovations, Inc. unless the context clearly requires otherwise.
4
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 | September 30, 2025 (unaudited) | December 31, 2024 (audited) | ||||||||||
| Current assets: | ||||||||||||
| Cash and equivalents | $ | |||||||||||
| Accounts receivable, net | 5 | |||||||||||
| Amounts due from related parties | 10 | |||||||||||
| Inventories | 4 | |||||||||||
| Prepayments and other current assets | 11 | |||||||||||
| Total current assets | $ | $ | ||||||||||
| Non-current assets: | ||||||||||||
| Equipment, net | 1 | $ | $ | |||||||||
| Operating lease right-of-use, net | ||||||||||||
| Goodwill | 3 | |||||||||||
| 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 | September 30, 2025 (unaudited) | December 31, 2024 (audited) | ||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | $ | |||||||||||
| Accounts payable, related parties | ||||||||||||
| Contract liabilities | 6 | |||||||||||
| Notes payable | ||||||||||||
| Notes payable, related parties | ||||||||||||
| Convertible debt, net | 14 | |||||||||||
| Derivative liability | 14 | |||||||||||
| 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 | $ | $ | ||||||||||
| Total non-current liabilities | $ | $ | ||||||||||
| Total liabilities: | $ | $ | ||||||||||
| Stockholders’ equity (deficit): | ||||||||||||
| Preferred stock, par value, shares authorized; and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | ||||||||||||
| Common stock, par value, shares authorized; and shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively | ||||||||||||
| Contingent consideration | 8 | |||||||||||
| Additional paid in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive loss | ||||||||||||
| Total equity attributable to: | ||||||||||||
| SecureTech shareholders | $ | 10,425,826 | ||||||||||
| 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 September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Profit (Loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other expenses | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||
Net profit (loss) before allocation to non-controlling interests | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Less: Net profit attributable to non-controlling interests | ||||||||||||||||
Net profit (loss) attributable to SecureTech shareholders | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Earnings (loss) per share: | ||||||||||||||||
| Earnings (loss) per share: Basic | $ | $ | ( | )* | $ | $ | ( | )* | ||||||||
| Earnings (loss) per share: Diluted | $ | * | $ | ( | )* | $ | * | $ | ( | )* | ||||||
| Weighted average common shares outstanding: | ||||||||||||||||
| Weighted average common shares outstanding: Basic | ||||||||||||||||
| Weighted average common shares outstanding: Diluted | ||||||||||||||||
* Less than US$0.005
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) | $ | $ | $ | ($ | ) | ($ | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance of common stock for settlement of accrued payroll expenses | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of common shares for cash | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of preferred shares for AI UltraProd | — | |||||||||||||||||||||||||||||||||||||||||||
| Share exchange | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Share exchange, related parties | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Acquisition of non- controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Imputed interest | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net profit | — | — | ||||||||||||||||||||||||||||||||||||||||||
Balance as of September 30, 2025 (unaudited) | $ | $ | $ | $ | ($ | ) | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
(CONTINUED)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| Series A | Additional | |||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid In | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
Balance as of December 31, 2023 (audited) | $ | $ | $ | ($ | ) | $ | ( | ) | ||||||||||||||||||||
| Share exchange, related parties | ( | ) | ( | ) | ||||||||||||||||||||||||
| Issuance of common shares for cash | — | |||||||||||||||||||||||||||
| Imputed interest | — | — | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
Balance as of September 30, 2024 (unaudited) | $ | $ | $ | ($ | ) | ($ | ) | |||||||||||||||||||||
The accompanying notes to the consolidated financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| For the nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net profit (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net profit (loss) to net cash used in operating activities: | ||||||||
| Depreciation of property and equipment | ||||||||
| Imputed and amortized interest | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accounts receivable | ( | ) | ||||||
| (Increase) decrease in inventories | ( | ) | ||||||
| Increase in amounts due from related parties | ( | ) | ||||||
| Increase (decrease) in prepayments and other current assets | ( | ) | ||||||
| Increase in accounts payable | ||||||||
| (Decrease) increase 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 | $ | ( | ) | $ | ||||
| Cash acquired from the acquisition of AI UltraProd | ||||||||
| Net cash provided by investing activities | $ | $ | ||||||
| Cash flows from financing activities: | ||||||||
| Issuance of common shares for cash | $ | $ | ||||||
| Proceeds from notes payable | ||||||||
| Proceeds from short-term borrowings | ||||||||
| Payments on short-term borrowings | ( | ) | ||||||
| Proceeds from convertible debt | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net increase (decrease) 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.
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SECURETECH INNOVATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)
(Amount in U.S. Dollars, except for number of shares or otherwise noted)
(unaudited)
| For the nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of preferred shares as consideration for the acquisition of AI UltraProd | $ | 8,565,500 | $ | — | ||||
| Recognition of contingent consideration related to the acquisition of AI UltraProd | $ | 1,652,910 | $ | — | ||||
| Assets acquired and liabilities assumed in the acquisition of AI UltraProd: | ||||||||
| Increase in cash and equivalents | $ | 364,311 | $ | — | ||||
| Increase in accounts receivable, net | 965,139 | — | ||||||
| Increase in amounts due from related parties | 69,900 | — | ||||||
| Increase in inventories | 1,255,997 | — | ||||||
| Increase in prepayments and other current assets | 2,916,142 | — | ||||||
| Increase in equipment, net | 204,419 | — | ||||||
| Increase in goodwill | 8,450,439 | — | ||||||
| Total assets acquired | $ | 14,226,347 | $ | — | ||||
| Accounts payable assumed | 848,292 | — | ||||||
| Contract liabilities assumed | 357,123 | — | ||||||
| Short-term borrowings assumed | 2,165,228 | — | ||||||
| Accrued expenses and other current liabilities assumed | 98,472 | — | ||||||
| Amounts due to related parties assumed | 53,624 | — | ||||||
| Total liabilities assumed | $ | 3,522,739 | — | |||||
| Non-controlling interests | $ | 485,198 | — | |||||
| Net assets acquired | $ | 10,218,410 | — | |||||
| Non-cash investing activities: | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 332,123 | $ | — | ||||
| Non-cash financing activities: | ||||||||
| Issuance of shares for accrued payroll | $ | 322,448 | $ | — | ||||
| Exchange of common shares for preferred shares | $ | 1,000 | — | |||||
| Exchange of common shares for preferred shares, related party | $ | 42,100 | $ | 1,796 | ||||
The accompanying notes to the financial statements are an integral part of these statements.
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SECURETECH INNOVATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2025
(unaudited)
NOTE 1 – Summary of Significant Accounting Policies
Organization
SecureTech Innovations, Inc. (“SecureTech” or the “Company”) was incorporated in the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. On December 20, 2017, the Company amended its Articles of Incorporation to change its name to SecureTech Innovations, Inc.
The Company has established several wholly owned subsidiaries to support its strategic growth initiatives:
• |
| On November 19, 2021, and November 25, 2021, the Company formed Piranha Blockchain, Inc., a Wyoming corporation, and Piranha Blockchain, Ltd., an Anguilla-based international business company, respectively (collectively, “Piranha”). |
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| On January 27, 2025, the Company incorporated two additional Wyoming-based subsidiaries: Terra Nova Technologies, Inc. and Top Kontrol, LLC. |
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| 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:
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| 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 |
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| Top Kontrol: Offers a patented anti-theft and anti-carjacking system capable of autonomously disabling a vehicle during a carjacking attempt without requiring driver intervention. |
SecureTech’s mission is to develop and deploy innovative, real-world technologies that solve critical challenges across diverse industries. The Company is focused on advancing security, improving operational efficiency, and strengthening digital resilience through its portfolio of AI, blockchain, and cybersecurity solutions.
Unaudited 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, 2024, has been derived from audited financial statements.
Operating results for the nine months ended September 30, 2025, are not necessarily indicative of results that may be expected for the year ending December 31, 2025. These condensed financial statements should be read in conjunction with the audited
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financial statements for the year ended December 31, 2024, filed with the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission on March 31, 2025.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) for financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s Management, necessary for a fair presentation of the financial position and operating results as of and for the fiscal period ended September 30, 2025.
Use of Estimates
The accompanying financial statements of the Company have been prepared in accordance with US GAAP. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2025 and December 31, 2024, the Company had no cash equivalents.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements,” and ASC 825, “Financial Instruments,” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
Level |
| Description |
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Level 1 |
| Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
Level 2 |
| Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
Level 3 |
| Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
Inventory and Cost of Sales
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 | - |
years | ||
Computer software and equipment | - |
years | ||
Furniture, fixtures, and equipment | - |
years | ||
Leasehold improvements | Life of Lease |
|||
Repair and maintenance costs are expensed as incurred. Costs associated with improvements that extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on the disposition of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.
Depreciation expenses totaled $18,395 and $737 for the nine months ended September 30, 2025 and 2024, respectively. Cumulative depreciation for each asset class is as follows:
| As of September 30, 2025 | As of December 31, 2024 | |||||||
| Machinery equipment | $ | $ | ||||||
| Computer, software, and equipment | ||||||||
| Furniture, fixtures, and equipment | ||||||||
| Equipment | $ | $ | ||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ||||
| Equipment, net | $ | $ | ||||||
Revenue Recognition
Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Consideration may be received before or after revenue is recognized; amounts received in advance are recorded as contract liabilities.
Revenue Recognition; ASC 606 Five-Step Model
Under ASC 606, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue as, or when, control of each performance obligation is transferred.
For services transferred over time, revenue is recognized based on progress toward satisfaction of the performance obligation. For performance obligations satisfied at a point in time, revenue is recognized when control passes to the customer.
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Income Taxes
The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.
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 September 30, 2025:
Subsidiary (Entity Name) |
|
Jurisdiction |
| SecureTech Ownership |
|
Principal Activity |
|
|
|
|
|
|
|
AI UltraProd, Inc. |
| Wyoming |
| 100.0% |
| US holding company for AI 3D printing and additive manufacturing assets |
Aiultraprod Group Limited |
| Hong Kong |
| 100.0% |
| IP holding & Asia-Pacific sales hub |
Zhejiang Jizhu Technology Company Limited |
| PRC |
| 90.0% (indirect) |
| R&D, 3D printing, robotics manufacturing, and materials |
Jizhu Technology (Huzhou) Company Limited |
| PRC |
| 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 |
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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 not attributable, directly or indirectly, to the Company is presented as non‑controlling interests (“NCI”) in the consolidated balance sheets and statements of operations, in accordance with ASC 810‑10‑45. NCI were measured at their proportionate share of the fair value of the acquiree’s identifiable net assets at the acquisition date.
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 $8,450,439 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.
The following exchange rates are used for translation:
|
| For the nine months ended September 30, 2025 | ||
Currency Exchange |
|
Period End |
|
Average Rate |
|
|
|
|
|
USD to RMB |
| 7.1190 |
| 7.2201 |
USD to HKD |
| 7.7809 |
| 7.8015 |
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Fiscal Year
The Company elected December 31st for its fiscal year end.
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 combined 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 after December 15, 2023, on a retrospective basis, and early adoption is permitted. The adoption did not have material impact on the Company’s combined 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 combined 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 combined 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 combined financial statements.
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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 evaluating the impact of the above new accounting pronouncements or guidance on the combined financial statements.
Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the combined 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 September 30, 2025, however, the Company reported net income attributable to shareholders of $
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 September 30, 2025, the Company’s goodwill balance was $
The goodwill is attributable primarily to the expected synergies from integrating AI UltraProd’s proprietary technologies, assembled workforce, and established market presence with the Company’s existing operations.
In accordance with ASC 350, goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate the asset might be impaired. As of September 30, 2025, no impairment indicators were identified. The Company expects to perform its next annual goodwill impairment assessment as of December 31, 2025.
NOTE 4 – INVENTORIES, NET
Inventory is stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss 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 September 30, 2025 and December 31, 2024:
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As of September 30, 2025 | As of December 31, 2024 | |||||||
| Inventories: | ||||||||
| Raw materials and work-in-progress | $ | $ | ||||||
| Finished goods | ||||||||
| Gross inventories | ||||||||
| Inventory valuation reserves | — | — | ||||||
| Inventories, net | $ | $ | ||||||
NOTE 5 – ACCOUNTS RECEIVABLE, NET
Accounts receivables, net consist of the following:
As of September 30, 2025 | As of December 31, 2024 | |||||||
| Accounts receivable | $ | 1,864,333 | $ | — | ||||
| Allowance for credit losses | — | — | ||||||
| Total accounts receivable, net | $ | $ | — | |||||
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 September 30, 2025 |
| As of December 31, 2024 |
|
|
|
|
|
Contract liabilities | $ | 87,996 | $ | - |
NOTE 7 – SHORT-TERM BORROWINGS
As of September 30, 2025, the Company’s
subsidiary AI UltraProd had one-year loans with a total principal amount of RMB
Short-term borrowings are as follows:
As of September 30, 2025 | As of December 31, 2024 | |||||||
| Unsecured short-term borrowings from PRC banks | $ | 2,452,592 | $ | — | ||||
| Total short-term borrowings, net | $ | 2,452,592 | $ | — | ||||
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NOTE 8 – STOCKHOLDERS’ EQUITY
Preferred stock
The Company has authorized shares of preferred stock, par value. The Company’s Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number,
rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and sinking fund terms.
On May 31, 2023, the Company’s Board of Directors created a new class of preferred stock designated as Series A Preferred Stock, $0.001 par value. The Company may issue up to shares of Series A Preferred Stock with the following terms, rights, and privileges:
Designation and Amount |
| This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to two-hundred fifty thousand (250,000) shares of this Preferred Stock. |
|
|
|
Rank |
| The Preferred Stock shall rank superior to the Corporation’s common stock and all other classes, including currently outstanding or future preferred stock designations. |
|
|
|
Dividends |
| The Preferred Stock is eligible for all legal dividends as may be approved by the Corporation’s Board of Directors. If a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully diluted, pro-rata basis with the other classes of stock participating in said dividend. |
|
|
|
Voting Rights |
| Holders of the Preferred Stock shall have the right to vote on all matters with holders of common stock (and other eligible classes of preferred stock, if any) by aggregating votes into one (1) voting class of stock. Each share of Preferred Stock shall have ten thousand (10,000) votes for any election or other voting matter placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter. |
|
|
|
Redemption by the Company |
| After a minimum period of one (1) year from the date of issue the Company may, at its sole discretion, redeem some or all of the Preferred Stock in either cash (the then market value), the Company’s common stock at a fixed ratio of ten thousand (10,000) shares of common stock for each share of Preferred Stock redeemed, or a combination thereof. |
Series A Preferred Stock Issuances
During the nine months ended September 30, 2025, the Company issued an aggregate of shares of Series A Preferred Stock pursuant to four Share Exchange Agreements; 100 shares of Series A Preferred Stock were issued to two unrelated party stockholders, and shares of Series A Preferred Stock were issued to two related party stockholders.
The Company also issued shares of its Series A Preferred Stock in conjunction with its acquisition of 100% of Aiultraprod Group Limited. These shares were valued at US$
As of September 30, 2025, the Company had one class of preferred stock, Series A Preferred Stock, and shares of it issued and outstanding.
Common stock
The Company has authorized shares of common stock with a par value of per share.
Share Issuances for Settlement of Accrued Payroll
During the nine months ended September 30, 2025, the Company issued
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Share Exchange and Cancellations
During the nine months ended September 30, 2025, the Company issued an aggregate of 4,310 shares of Series A Preferred Stock in exchange for an aggregate of shares of its common stock pursuant to Share Exchange Agreements; 100 shares of Series A Preferred Stock were issued to two unrelated party stockholders, and 4,210 shares of Series A Preferred Stock were issued to two related party stockholders.
All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.
As of September 30, 2025, the Company had shares of common stock issued and outstanding.
Contingent Consideration
On June 23, 2025, as part of the Company’s 100% acquisition of Aiultraprod Group Limited and related to the Acquisition and Stock Purchase Agreement, a provision was established for the potential issuance of additional Series A Preferred Stock. If all parties to the transaction unanimously agree to waive the intended spin-off of AI UltraProd, Inc. (WY) as a separate NYSE or NASDAQ-listed entity in the future, the Company would be required to issue an additional 357 shares of Series A Preferred Stock, $0.001 par value, under the no spin-off earnout provision.
Based on the terms, the instrument is classified in equity, and accordingly was measured at its fair value at the acquisition date and will not be subsequently remeasured. As of the transaction date, the Company assessed a 10% probability that all parties would agree to exercise this provision. Consequently, contingent consideration was recorded in the amount of $1,652,910, calculated as potential shares multiplied by the share price and the 10% likelihood factor.
NOTE 9 – SEGMENT INFORMATION
The Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), evaluates the Company’s financial performance and allocates resources based on a consolidated view of the business. Consequently, the Company operates as a single reportable segment under the guidelines of ASC 280, Segment Reporting. The CODM classifies this segment as Consumer Goods.
The Company’s operations, which include marketing, purchasing and procurement, and research and development, are managed centrally. The CODM assesses financial performance using metrics such as revenue, operating profit, and key operating expenses, which are outlined below as the primary cost components for evaluating the Company’s performance.
Additionally, the CODM measures income generated from the Company’s assets by focusing on net income as a key performance indicator. This metric is used to assess the return on assets and supports strategic decision-making.
| For the Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue from external customers | $ | $ | ||||||
| Reconciliation of revenue: | ||||||||
| Less: Cost of goods sold | ||||||||
| Segment gross profit | $ | $ | ||||||
| Less: | ||||||||
| Salaries and payroll | ||||||||
Other segment items(1) | ||||||||
| Segment net profit (loss) | $ | $ | ( | ) | ||||
| Reconciliation of loss: | ||||||||
| Other 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.
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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 September 30, 2025, an aggregate of Founder’s Shares have been returned to the Company and cancelled, including pursuant to a series of Share Exchange Agreements described below.
Share Exchange and Cancellations
During the fiscal year ended December 31, 2023, the Company entered into a Share Exchange Agreement with one of its Founders, Kao Lee, whereby it issued shares of its Series A Preferred Stock in exchange for an aggregate of 25,000,000 shares of its common stock.
During the nine months ended September 30, 2025, the Company entered into Share Exchange Agreements with two of its Founders, Kao Lee and Abdikarim Farah, whereby it issued an aggregate of 4,210 shares of its Series A Preferred Stock in exchange for an aggregate of shares of its common stock.
All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.
Accrued Payroll
During the nine months ended September 30, 2025, the Company issued
As of September 30, 2025, the Company had aggregated $
As of September 30, 2024, the Company had aggregated $
Amounts Due to Related Parties and Imputed Interest
As of September 30, 2025, the Company had outstanding amounts due to related parties aggregating $
As of September 30, 2024, the Company had outstanding notes payable to Kao Lee aggregating $
Patent Royalties
On March 2, 2017, the Company entered into a Patent License Agreement with Shongkawh, LLC, which is controlled by our executive officers Kao Lee and Anthony Vang (and directly owned by Mr. Lee and his brother, Thao Lee). Under this agreement, ShongKawh is to receive a royalty of 2% of all products manufactured under this covered patent.
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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 nine months ended September 30, 2025, Aiultraprod Group Limited, a subsidiary acquired on June 23, 2025, advanced $69,900 to related parties for business expenditures paid on behalf of the Company. As of September 30, 2025, the receivable balance of $69,900 was reported as amounts due from related parties.
NOTE 11 – PREPAYMENTS AND OTHER ASSETS
As of September 30, 2025 | As of December 31, 2024 | |||||||
| Advances to suppliers | $ | $ | ||||||
| Deductible VAT | ||||||||
| Deposits | ||||||||
| Prepayments and other assets | $ | $ | ||||||
Advances to suppliers of $2,394,639 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 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 and nine months ended September 30, 2024, as shares issuable upon the conversion of the then-outstanding convertible securities were anti-dilutive as a result of the net loss incurred for those periods.
The table below sets forth the computation of basic and diluted earnings (loss) per share:
For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Denominator: | ||||||||||||||||
| Basic – weighted average shares outstanding | ||||||||||||||||
| Effect of dilutive securities: | ||||||||||||||||
| Convertible note | ||||||||||||||||
| Series A preferred shares | ||||||||||||||||
| Diluted – weighted average shares outstanding | ||||||||||||||||
| Earnings (loss) per share: | ||||||||||||||||
| Earnings (loss) per share: Basic | $ | $ | ( | )* | $ | $ | ( | )* | ||||||||
| Earnings (loss) per share: Diluted | $ | * | $ | ( | )* | $ | * | $ | ( | )* | ||||||
* Less than US$0.005
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NOTE 14 – CONVERTIBLE DEBT AND DERIVATIVE LIABILITY
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 allocated the net proceeds between the host convertible note and the embedded derivative liability based on their relative fair values. The fair value of the embedded derivative was estimated at $
As of September 30, 2025, the carrying amount of the convertible note is $
Repayment Contingency
If the Company elects to repay the convertible note 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 15 – CONTINGENCY/LEGAL
As of September 30, 2025, no director, executive officer, or promoter has been involved in legal proceedings requiring disclosure under Item 103 of Regulation S‑K during the past ten years. From time to time, the Company may be subject to routine litigation incidental to its business. The Company is not a party to any pending legal proceedings that, individually or in the aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations, or cash flows.
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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 September 30, 2025, up to November 21, 2025 that the unaudited condensed consolidated financial statements were available to be issued.
Share Exchange and Cancellations
On November 11, 2025, the Company entered into Share Exchange Agreements two unrelated shareholders whereby it issued an aggregate of shares of its Series A Preferred Stock in exchange for an aggregate of shares of its common stock.
All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.
Share Issuances
On November 5, 2025, the Company issued an aggregate of shares of its common stock, $0.001 par value, to two independent consultants. These shares were valued at an aggregate of $
As of November 19, 2025, the Company had
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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers with an understanding of the business activities, financial position, and operating results of SecureTech Innovations, Inc. (“SecureTech” or the “Company”). This MD&A should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 31, 2025.
This discussion contains forward-looking statements that reflect our current plans, expectations, and assumptions. Actual results may differ materially from those described due to various risks and uncertainties. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are identified by words such as “anticipate,” “believe,” “expect,” “intend,” and similar expressions. You are cautioned not to place undue reliance on these statements, which speak only as of the date hereof.
In Management’s opinion, all necessary adjustments of a normal and recurring nature have been included to present fairly our financial condition and results of operations for the nine-month periods reported.
Business Overview
SecureTech Innovations, Inc. is a technology-driven company focused on advancing artificial intelligence, industrial 3D printing and additive manufacturing, blockchain-based security systems, and digital infrastructure solutions. Our portfolio includes:
• |
| AI UltraProd, acquired during the fiscal period ended June 30, 2025, which now serves as our primary business segment and represents a significant expansion into AI-driven 3D industrial manufacturing. This acquisition resulted in the recognition of $8,450,439 of goodwill (see Note 3 – Goodwill) on our September 30, 2025 consolidated balance sheet. |
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| Piranha Blockchain, a startup with minimal current operations. However, we continue to explore strategic M&A initiatives to identify potential operating targets and capitalize on this business segment. |
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| Top Kontrol, a legacy product line offering a patented autonomous anti-theft and anti-carjacking system. Top Kontrol is being restructured under Terra Nova Technologies, Inc. in preparation for a potential spin-off and listing on the OTCQB marketplace under its own ticker symbol. |
AI UltraProd’s operating results were first consolidated in our financial statements beginning on June 23, 2025, the date we completed the acquisition. As a result, the quarter ended June 30, 2025 included only a few days of AI UltraProd’s post‑acquisition activity. The quarter ended September 30, 2025 is therefore the first full fiscal quarter that reflects AI UltraProd’s results for the entire period.
Our business segments continue to pursue distinct commercial strategies. SecureTech provides centralized oversight of finance, governance, SEC compliance, and merger‑and‑acquisition activities, with the objective of enhancing long‑term shareholder value.
Corporate History
SecureTech was incorporated in the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. On December 20, 2017, the Company amended its Articles of Incorporation to change its name to SecureTech Innovations, Inc.
SecureTech has established several wholly owned subsidiaries to support its strategic growth initiatives:
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| 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”).
Corporate Structure
The following diagram illustrates our corporate structure as of September 30, 2025:
Recent Events
Appointment of New President and Chief Executive Officer
Effective January 14, 2025, SecureTech appointed J. Scott Sitra as President, Chief Executive Officer, Principal Executive Officer, and member of the Board of Directors. Mr. Sitra brings executive leadership and strategic guidance across SecureTech’s portfolio. Concurrently, Kao Lee, who previously served in those roles, transitioned to the newly created position of General Manager of Top Kontrol. Mr. Lee’s responsibilities now focus exclusively on advancing the development and
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commercialization of the Top Kontrol product line. Mr. Sitra will oversee SecureTech’s enterprise-level operations, business strategy, and execution.
Completion of Phase 1 of Share Reduction Program (55% Reduction in Common Shares)
On February 14, 2025, the Company completed Phase 1 of its strategic share reduction initiative by canceling 43,100,000 shares of common stock, reducing the number of issued and outstanding shares by approximately 55%. Management believes this reduction is a material enhancement to SecureTech’s capital structure and shareholder value. Phase 2 of the Share Reduction Program is anticipated to be completed within fiscal year 2025, with the goal of reducing the total number of issued and outstanding common shares to under 20 million.
Completed Landmark Acquisition of Aiultraprod Group Limited and Subsidiaries
On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., SecureTech acquired 100% of the equity interests of Aiultraprod Group Limited, a Hong Kong limited liability company. As part of this acquisition, SecureTech also assumed indirect majority ownership in two operating subsidiaries, Zhejiang Jizhu Technology Co., Ltd. and Jizhu Technology (Huzhou) Co., Ltd., each a limited liability company organized under the laws of the People’s Republic of China.
Key highlights of this transaction include:
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| FY2024 Revenue (audited): US$2.9 million |
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| Technology Differentiation: AI-powered industrial 3D printing systems that deliver scalable, high-precision manufacturing solutions. |
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| Intellectual Property Portfolio: 24 issued patents, one pending patent, and 20 patent applications in progress. |
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| Growth Strategy: SecureTech intends to pursue aggressive expansion of AI UltraProd operations, including a potential spin-off and uplisting to the NASDAQ Capital Market as a standalone public company, subject to applicable regulatory approvals and market conditions. |
Uplisting to OTCQB Venture Market
On August 1, 2025, SecureTech’s common stock commenced trading on the OTCQB® Venture Market under the ticker symbol “SCTH”. The OTCQB is recognized by the SEC as an established public market and serves as the initial tier for early-stage and emerging growth companies within the OTC framework. Companies listed on the OTCQB must meet rigorous financial reporting standards, maintain current filings with the SEC or a U.S. banking regulator, and annually verify company information and management certification. SecureTech’s 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.
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 emerging growth companies. Public Yield Capital focuses on equity crowdfunding channels such as Regulation A+, Regulation CF, and Regulation D, and combines investment marketing, investor relations, and scalable engagement tools. Under this engagement, Public Yield Capital will:
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| Develop and manage a compliant investor awareness and communications program; |
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| Expand SecureTech’s visibility among retail and institutional investors; |
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| Support efforts to increase market liquidity and broaden the shareholder base; and |
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| Enhance overall investor relations strategy in alignment with SEC and FINRA guidelines. |
This engagement is intended to strengthen SecureTech’s capital markets presence and support future fundraising initiatives.
2025 Roadmap: Driving Innovation and Growth
Under the leadership of our newly appointed President and Chief Executive Officer, J. Scott Sitra, SecureTech is repositioning its strategic focus to support accelerated growth, operational efficiency, and long-term shareholder value. In 2025, the Company is executing on a defined set of core initiatives, each aimed at transforming its business platform and expanding its market presence.
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The principal strategic objectives include:
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| Recapitalization Strategy: SecureTech intends to strengthen its capital structure through a combination of short-term bridge financing, intermediate funding instruments, and long-term capital solutions. These efforts are expected to improve liquidity and support the Company’s operational and strategic goals. |
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| Aggressive M&A Pipeline: We continue to pursue targeted acquisition opportunities designed to enhance technological capabilities, expand our operating footprint, and create synergies across our business segments. Our M&A strategy is focused on complementary technologies and accretive growth. |
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| Ongoing Share Reduction Program: Building on the initial phase of the share reduction initiative completed in February 2025, the Company aims to further reduce its total issued and outstanding common shares to under 20 million by the end of fiscal year 2025. Management believes this continued reduction will positively impact capital efficiency and investor value. |
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| Market Listing Advancement: Following our successful uplisting to the OTCQB Venture Market in August 2025, SecureTech is actively preparing for an uplisting to either the NASDAQ Capital Market or the New York Stock Exchange. These efforts are intended to improve capital access, enhance institutional visibility, and expand our investor base. |
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| Divestiture and Spin-Off of Top Kontrol: As part of our portfolio optimization strategy, SecureTech intends to spin off its Top Kontrol product line into a separately traded entity listed on the OTCQB Venture Market. Loyal shareholders will receive a special dividend as part of the spin-off transaction, subject to regulatory approval and market conditions. |
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| Investor Awareness and Outreach Program: SecureTech will launch a comprehensive investor relations initiative to expand communication, raise brand awareness, and introduce the Company to a broader financial and investment audience. This effort will align messaging with strategic milestones and help support long-term market engagement. |
AI UltraProd
AI UltraProd has innovated and deployed a next-generation industrial technology platform that integrates artificial intelligence with proprietary 3D printing systems to transform traditional manufacturing workflows. Its end-to-end solution spans conceptual design, production, and delivery management—dramatically reducing lead times and operational costs while enhancing precision and scalability.
As of September 30, 2025, AI UltraProd’s intellectual property portfolio includes 24 issued patents, one pending patent, and 20 additional patent applications in progress.
Business Model
AI UltraProd’s business model combines AI-powered design software with proprietary industrial 3D printing hardware—including the GR1, RF1, RC1, and RT1 printer series—and advanced materials such as ultra-high-performance concrete (UHPC), polymers, and metal powders. AI UltraProd generates revenue through five primary channels: (i) hardware sales, (ii) recurring robotic consumables, (iii) innovative AI-focused algorithms and services to AI-focused large data centers, (iv) printed parts contracts, and (v) technical consulting and support services.
For the fiscal year ended December 31, 2024, AI UltraProd reported audited revenue of US$2.9 million with a gross margin of 36.5%. Management projects FY2025 revenue of approximately US$10 million.
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Core Capabilities and Value Proposition
AI UltraProd’s offerings deliver measurable benefits across multiple industries:
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| On-Demand Manufacturing Services: Design-for-Additive-Manufacturing (DfAM) consulting, simulation, and rapid prototyping services that reduce lead times from weeks to days. |
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| AI-Driven Robotic Construction Solutions: AI-driven robotic concrete printers, proprietary UHPC formulations, and AI-based generative design tools for smart, sustainable infrastructure. |
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| AI-Focused Large Data Centers: Utilizing its cutting-edge AI-driven robotic platforms, AI UltraProd provides services to large data centers, including comprehensive solution design, technical support, and software-hardware integration using its proprietary algorithm platforms. |
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| Industrial Devices and Materials: Quad-laser metal printers (DLM-500P series), modular polymer printers, and a catalog of advanced metal powders and polymer resins with embedded AI monitoring and predictive maintenance capabilities. |
Technology Differentiation
AI UltraProd’s competitive advantages include:
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| AI-Driven Efficiency: Proprietary workflows that enable up to 80% profit margins on select jobs with only 20% capital input. |
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| Accelerated Time-to-Market: 3D printed shoe molds delivered in under 24 hours, compared to traditional 7–10 day cycles, reducing OEM launch timelines by up to 80%. |
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| Sustainability Leadership: Patented UHPC mixes incorporating fly ash and steel slag waste, reducing carbon intensity and supporting LEED certification goals. |
Commercial Applications
AI UltraProd’s technology has been deployed at scale by leading Asian manufacturers to produce athletic shoe sole molds for global brands including Nike, Adidas, Puma, Skechers, and Peak. Its AI-powered 3D printing systems are also being used in full-scale commercial construction projects, enabling the fabrication of buildings, bridges, and other infrastructure using UHPC, metal powders, and polymer resins.
Market Position and Competitive Landscape
AI UltraProd competes with ICON (construction), COBOD (3D construction printers), and Markforged (industrial polymers). Key differentiators include AI-generated parametric design, proprietary UHPC mixing capabilities, and quick-release build plates that enable up to 30% faster cycle times compared to peer technologies.
According to a 2024 report by IMARC report, the global 3D concrete printing market was valued at US$3.4 billion and is projected to reach US$315.4 billion by 2033, representing a compound annual growth rate (CAGR) of 57.1% from 2025 to 2033. Management believes this market expansion presents a significant growth opportunity for AI UltraProd.
For more information on AI UltraProd’s products and technologies, or to view demonstration videos, please visit www.aiultraprod.com.
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Piranha Blockchain
SecureTech is advancing its commitment to digital security and decentralized infrastructure through its wholly owned subsidiaries operating under the Piranha Blockchain brand (“Piranha”). Piranha is focused on developing next-generation blockchain, Web3, and cybersecurity platforms that enable secure digital asset management, enhance online privacy, and protect users from emerging cyber threats.
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| Green Energy Data Centers: Development of secure, low-cost data centers powered by renewable energy, designed to support blockchain operations while minimizing environmental impact. |
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| Advanced Cybersecurity Solutions: Deployment of proprietary cybersecurity hardware and software to protect client data, digital identities, and assets from theft, ransomware, and other malicious attacks. |
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| Blockchain Infrastructure & Crypto Platforms: Creation of robust systems for cryptocurrency mining, digital asset storage, and trading exchanges, supporting the evolving needs of the blockchain ecosystem. |
Revenue Model
Piranha intends to generate revenue through four primary channels:
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| Product Sales: One-time sales of cybersecurity hardware and software applications. |
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| Subscription Services: Recurring revenue from cybersecurity subscriptions and hosting services. |
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| Cryptocurrency Ventures: Mining operations, third-party rig hosting, and joint venture initiatives. |
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| Transaction Fees: Fees from crypto exchanges, trading, and fiat conversions. |
Growth Strategy
Piranha’s expansion strategy combines internal innovation with targeted acquisitions:
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| Internal Development: Investment in proprietary technologies and product innovation to drive organic growth. |
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| Strategic Acquisitions: Identification and acquisition of synergistic businesses to accelerate market penetration and expand capabilities. |
SecureTech’s recent partnership with RockerFunder, LLC, a New York-based financial and marketing consultancy, is expected to enhance Piranha’s investor relations, blockchain initiatives, and overall market positioning. This collaboration supports Piranha’s broader mission to become a leader in secure digital infrastructure and Web3 innovation.
For more information, visit piranhablockchain.com.
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Top Kontrol Product Line
Top Kontrol® is a next-generation automotive security system engineered to prevent both passive theft and active carjacking—without requiring any action from the driver. Unlike conventional vehicle immobilizers, Top Kontrol is designed to protect occupants during real-time threats, making it the most advanced anti-theft and anti-carjacking solution available today.
Key Features and Benefits
Top Kontrol’s patented technology delivers comprehensive protection through:
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| Anti-Theft Circuits: Actively prevent unauthorized vehicle access and operation. |
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| Idle Theft Prevention: Automatically stops theft even when keys are in the ignition and the engine is idling. |
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| Carjacking Defense: Detects and responds to carjacking attempts with both active and passive countermeasures. |
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| Non-Interference Design: Seamlessly integrates without disrupting OEM vehicle systems. |
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| Universal Compatibility: Works with most car and truck makes and models. |
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| Manual Engine Kill Switch: Enables manual engine shutdown for added control. |
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| Wireless Code Security: Blocks attempts to intercept or spoof wireless security signals. |
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| Battery-Independent Operation: Functions even when the vehicle’s battery is disabled. |
Market Landscape and Competitive Advantage
In 2024, U.S. vehicle thefts surged to 850,708 incidents, marking a 105% increase since 2019. Top Kontrol competes with brands such as Viper, Clifford, and OEM-integrated immobilizers. Its key differentiator is automated anti-carjacking defense—a feature unmatched by competitors and increasingly vital in high-risk urban environments.
Corporate Strategy and Spin-Off Plans
SecureTech Innovations is currently restructuring Top Kontrol under its wholly owned subsidiary, Terra Nova Technologies, Inc., in preparation for a planned spin-off on the OTCQB Venture Market. This strategic move is designed to unlock shareholder value and position Top Kontrol as a leading independent provider of automotive safety technology.
Learn More
To explore Top Kontrol’s capabilities or view product demonstration videos, including real-world reenactments of carjacking scenarios, visit topkontrol.com or the Top Kontrol YouTube Channel.
Competition
SecureTech, through its subsidiaries AI UltraProd, Piranha Blockchain, and Top Kontrol, operates in highly competitive industries. Success depends on our ability to continuously develop innovative technologies and market them effectively. Our strategy centers on attracting a substantial customer base to support sustained profitability.
We face intense competition from established companies with significant financial resources, deep operating histories, and strong market presence. Their advantages in marketing, purchasing power, and negotiating leverage present ongoing challenges. Furthermore, emerging startups and lesser-known rivals continue to enter the space with disruptive solutions.
Despite the breadth and scale of our target markets offering room for successful competition, technological evolution remains rapid and unpredictable. To remain relevant and resilient, SecureTech prioritizes adaptability and continuous innovation across all its business segments.
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Manufacturing
SecureTech’s manufacturing operations span multiple geographies.
AI UltraProd Products
AI UltraProd’s additive construction systems are assembled in Ningbo and Hangzhou, PRC, using a modular supply chain of local CNC, laser, and materials vendors. AI UltraProd maintains ISO 9001-certified quality processes and leases 128 m² of office space for its headquarters and 197 m² of production space in Zhejiang Province. AI UltraProd does not operate any long-term take-or-pay material contracts and sources metal powders from qualified domestic mills under annual framework agreements.
Top Kontrol Products
Top Kontrol is manufactured by US-based contract manufacturers, with the final assembly taking place at our Minnesota headquarters. We deliberately avoid long-term or exclusivity agreements to preserve flexibility in selecting partners and responding to market demands.
All Top Kontrol products are proudly labeled “Made in the USA.”
Government Regulation
SecureTech products meet all applicable regulatory requirements. We actively monitor changes in the regulatory landscape to ensure ongoing compliance.
AI UltraProd
Compliant with ISO 9001 and CE directives for exported equipment. Construction-grade UHPC is certified under PRC GB/T 50082‑2019 durability standards. Export classifications fall under U.S. BIS EAR99. No current products are subject to ITAR or EU dual‑use regulations, to the Company’s knowledge.
Piranha Blockchain
Actively monitors and aligns with SEC and CFTC digital asset regulations, FinCEN AML/KYC guidelines, and OFAC sanctions lists. Compliance personnel review protocol updates quarterly.
Top Kontrol
Certified by the Federal Communications Commission (FCC) with a Declaration of Conformity issued in March 2020.
Compliance with Environmental Laws
As of September 30, 2025, SecureTech has not incurred material expenses related to environmental compliance. We anticipate no such costs in the foreseeable future and remain in full compliance with existing environmental regulations.
Intellectual Property Rights and Proprietary Information
Innovation is a core pillar of SecureTech’s competitive strategy. We protect our technologies using a combination of patents, trademarks, trade secrets, and contractual safeguards, including nondisclosure agreements.
Notably, SecureTech holds a portfolio of issued and licensed patents, each with specific dates of issuance:
·SecureTech holds an exclusive license to U.S. Patent No. 8,436,721 — "Automobile Theft Protection and Disablement System" — issued on May 7, 2013 to Shongkawh, LLC, a related party controlled by co-founder Kao Lee. This license extends through the patent’s expiration on March 19, 2030.
·AI UltraProd holds 24 issued PRC patents, including CN219214112U for quick-release large-format build plates, with one patent pending and 20 additional applications in progress. It also owns twelve copyrighted software packages for generative design, slicing, simulation, and robotic control.
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Patent Strategy
We actively pursue patent applications for novel product features, disclosing critical components to our patent counsel under confidentiality prior to public release. Patent applications may not always be granted or may exclude key claims.
Trademark Protection
SecureTech owns federally registered trademarks, including SECURETECH INNOVATIONS® and TOP KONTROL®. Trademark applications for PIRANHA BLOCKCHAIN and AI ULTRAPROD are currently pending with the U.S. Patent and Trademark Office (USPTO).
Confidentiality Agreements
All employees, consultants, and third-party vendors are bound by nondisclosure agreements, prohibiting the disclosure of confidential company information during and after their engagement.
Employees
As of September 30, 2025, SecureTech employed 29 individuals across all business units, comprised of 22 full-time employees, three part-time employees, and four interns.
Property and Equipment
SecureTech’s principal executive offices are in leased office space located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113.
AI UltraProd leases executive office space in Hong Kong and operates production facilities from leased industrial premises in Zhejiang Province, PRC.
SecureTech does not own or lease any other property or equipment.
Available Information
Our SEC filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Proxy Statements, are available free of charge at securetechinnovations.com and through the SEC’s website at sec.gov. These documents are posted promptly after electronic filing or furnishing.
Note: The contents of SecureTech’s website are not incorporated by reference into this report.
Third-Party Information
This report incorporates market data and industry insights from a variety of reputable sources, including independent analysts and market research firms. Management supplements this information with internal estimates and analysis.
While we consider these sources reliable, we have not independently verified the underlying methodologies or assumptions. As such, all projections and estimates carry inherent uncertainties that may materially impact actual outcomes.
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Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024
The following table sets forth the results of our operations for the three months ended September 30, 2025, and 2024.
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| Three months ended September 30, | |||
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2025 |
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2024 | |
Sales | $ | 3,736,527 | $ | - | |
Cost of goods sold |
| (2,731,078) |
| - | |
Gross profit |
| 1,005,449 |
| - | |
Operating expenses |
| (431,122) |
| (81,642) | |
Profit (loss) from operations |
| 574,327 |
| (81,642) | |
Other (expense) |
| (31,274) |
| (2,061) | |
Net profit (loss) | $ | 543,053 | $ | (83,703) | |
| Less: net profit attributable to non-controlling interests |
| 52,054 |
| - |
Net profit (loss) attributable to SecureTech shareholders |
| 490,999 |
| (83,703) | |
Sales
Sales for the three months ended September 30, 2025, totaled $3,736,527, compared to $-0- for the same period in 2024, representing an increase of $3,736,527 compared to the previous fiscal period. The increase in sales is the result of SecureTech’s acquisition of AI UltraProd. Sales were attributable as follows:
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| Three months ended September 30, | ||
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|
2025 |
|
2024 |
AI UltraProd products | $ | 3,338,975 | $ | - |
AI UltraProd services |
| 397,552 |
| - |
Total sales |
| 3,736,527 |
| - |
Cost of Goods Sold
Cost of goods sold for the three months ended September 30, 2025, was $2,731,078, compared to $-0- for the same period of 2024. As a percentage of overall sales, the cost of goods sold was 73.1% during the three months ended September 30, 2025.
Gross Profit
Gross profit for the three months ended September 30, 2025, was $1,005,449, compared to $-0- for the same period of 2024. Our gross profit margin was 26.9% during the three months ended September 30, 2025.
Operating Expenses
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| Three Months Ended September 30, | |||
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2025 |
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2024 | |
Operating expenses: |
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| General and administrative | $ | 328,638 | $ | 81,642 |
| Selling and marketing expenses |
| 18,956 |
| - |
| Research and development |
| 83,528 |
| - |
| Operating expenses | $ | 431,122 | $ | 81,642 |
Our operating expenses for the fiscal period consisted of three components: general and administrative expenses, selling and marketing expenses, and research and development expenses. Total operating expenses were $431,122 during the three months ended September 30, 2025, compared to $81,642 for the same period of 2024, representing an increase in operating expenses of $349,480, or 428.1%, from the three months ended September 30, 2024. The increase in operating expenses is a result of SecureTech’s acquisition of AI UltraProd.
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Profit (Loss) From Operations
As a result of the foregoing, our profit from operations was $574,327 during the three months ended September 30, 2025, compared with a loss of ($81,642) for the same period of 2024. The swing from an operating loss to an operating profit is the result of SecureTech’s acquisition of AI UltraProd.
Other Income (Expense)
Our other income (expense) is comprised of bank interest received on cash deposits, interest paid on outstanding loans, and other non-operating items. During the three months that ended September 30, 2025, we generated $31,274 in other income compared to a loss of ($2,061) in other income (expense) for the same period of 2024.
Net Profit (Loss)
The result was that our net profit was $543,053 during the three months ended September 30, 2025, compared with a net loss of ($83,703) for the same period of 2024. After taking into consideration non-controlling interests of $52,054 for the three months ended September 30, 2025, SecureTech generated a net profit of $490,999 that was attributable to SecureTech’s shareholders.
Comparison of the Nine Months Ended September 30, 2025 and 2024
The following table sets forth the results of our operations for the nine months ended September 30, 2025 and 2024.
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| Nine months ended September 30, | |||
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2025 |
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2024 | |
Sales | $ | 3,736,527 | $ | 14,235 | |
Cost of goods sold |
| (2,731,078) |
| (3,421) | |
Gross profit |
| 1,005,449 |
| 10,814 | |
Operating expenses |
| (431,122) |
| (265,867) | |
Profit (loss) from operations |
| 574,327 |
| (255,053) | |
Other (expense) |
| (31,274) |
| (3,838) | |
Net profit (loss) | $ | 543,053 | $ | (258,892) | |
| Less: net profit (loss) attributable to non-controlling interests |
| 52,054 |
| - |
Net profit (loss) attributable to SecureTech shareholders |
| 490,999 |
| (258,892) | |
Sales
Sales for the nine months ended September 30, 2025, totaled $3,736,527, compared to $14,235 for the same period in 2024, representing an increase of $3,722,292, or a 26,148.9% increase compared to the previous fiscal period. The increase in sales is the result of SecureTech’s acquisition of AI UltraProd. Sales were attributable as follows:
|
| Three months ended September 30, | ||
|
|
2025 |
|
2024 |
AI UltraProd products | $ | 3,338,975 | $ | - |
AI UltraProd services |
| 397,552 |
| - |
Top Kontrol |
| - |
| 14,235 |
Total sales |
| 3,736,527 |
| 14,235 |
Cost of Goods Sold
Cost of goods sold for the nine months ended September 30, 2025, was $2,731,078, compared to $3,421 for the same period of 2024. As a percentage of overall sales, the cost of goods sold was 73.1% during the nine months ended September 30, 2025.
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Gross Profit
Our gross profit for the nine months ended September 30, 2025, was $1,005,449, compared to $10,814 for the same period in 2024. Our gross profit margin was 26.9% during the nine months ended September 30, 2025.
Operating Expenses
|
| Nine Months Ended September 30, | |||
|
|
2025 |
|
2024 | |
Operating expenses: |
|
|
|
| |
| General and administrative | $ | 506,431 | $ | 265,868 |
| Selling and marketing expenses |
| 18,956 |
| - |
| Research and development |
| 85,674 |
| - |
| Operating expenses | $ | 611,061 | $ | 265,868 |
Our operating expenses for the fiscal period consisted of three components: general and administrative expenses, selling and marketing expenses, and research and development expenses. Total operating expenses were $611,061 during the nine months ended September 30, 2025, compared to $265,868 for the same period of 2024, representing an increase in operating expenses of $34,193, or 129.8%, from the nine months ended September 30, 2024. The increase in operating expenses is a result of SecureTech’s acquisition of AI UltraProd.
Profit (Loss) From Operations
As a result of the foregoing, our profit from operations was $394,388 during the nine months ended September 30, 2025, compared with a loss of ($255,054) for the same period of 2024. The swing from an operating loss to an operating profit is the result of SecureTech’s acquisition of AI UltraProd.
Other Income (Expense)
Our other income (expense) is comprised of bank interest received on cash deposits, interest paid on outstanding loans, and other non-operating items. During the nine months that ended September 30, 2025, we generated $39,588 in other income compared to a loss of ($3,838) in other income (expense) for the same period of 2024.
Net Profit (Loss)
The result was that our net profit was $354,800 during the nine months ended September 30, 2025, compared with a net loss of ($287,057) for the same period of 2024. After taking into consideration non-controlling interests of $52,054 for the nine months ended September 30, 2025, SecureTech generated a net profit of $302,746 that was attributable to SecureTech’s shareholders.
Total Stockholders’ Equity
Our stockholders’ equity was $10,425,702 as of September 30, 2025.
Liquidity and Capital Resources
As of September 30, 2025, SecureTech Innovations, Inc. had cash and cash equivalents of $394,370, compared to no cash balances at December 31, 2024. The increase reflects cash generated from operations and financing activities during the nine‑month period. Total current assets were $6.3 million, primarily consisting of accounts receivable of $1.9 million, inventories of $1.5 million, and prepayments of $2.4 million. Non‑current assets totaled $9.2 million, driven largely by goodwill recognized in connection with the acquisition of AI UltraProd.
Total current liabilities increased to $4.3 million at September 30, 2025, compared to $0.4 million at December 31, 2024. The increase was primarily attributable to short‑term borrowings of $2.5 million, accounts payable of $1.1 million, and accrued expenses of $0.2 million. Non‑current liabilities were $0.2 million, consisting of operating lease obligations. As a result, total liabilities were $4.5 million, and total stockholders’ equity improved to $11.0 million, compared to a deficit of $0.4 million at year‑end 2024.
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For the nine months ended September 30, 2025, SecureTech generated revenues of $3.7 million and reported net income attributable to shareholders of $0.3 million, compared to a net loss of $0.3 million for the same period in 2024. Gross profit was $1.0 million, reflecting a gross margin of approximately 27%. Operating cash flows for the period were impacted by working capital changes, including increases in receivables, inventories, and prepayments associated with scaling AI UltraProd operations.
Cash Flows
For the nine months ended September 30, 2025:
• |
| Operating activities: Net cash provided by operating activities of approximately $0.35 million, compared to net cash used in operating activities of $0.26 million for the same period in 2024. The improvement reflects positive net income attributable to shareholders of $0.30 million, offset by working capital changes, including increases in accounts receivable, inventories, and prepayments associated with scaling AI UltraProd operations. These increases in current assets reflect the SecureTech’s growth trajectory but also represent near‑term liquidity demands.. |
|
|
|
• |
| Investing activities: Net cash used in investing activities during the nine months ended September 30, 2025, was primarily related to the acquisition of AI UltraProd and capital expenditures for equipment. Goodwill of $8.5 million and equipment of $0.4 million were recorded in connection with these activities. We did not have material investing cash flows in the prior year period. |
|
|
|
• |
| Financing activities: Net cash provided by financing activities during the nine months ended September 30, 2025, was driven by short‑term borrowings of $2.5 million, issuance of preferred shares in connection with the AI UltraProd acquisition, and issuance of common shares for cash. These financing activities were critical to supporting operations and funding strategic initiatives. In the prior year period, financing cash flows were limited to small issuances of common stock. |
|
|
|
• |
| Overall change in cash: As a result of the above activities, cash and cash equivalents increased to $394,370 at September 30, 2025, compared to no cash balances at December 31, 2024. Management believes that existing cash resources, together with anticipated operating cash flows, will be sufficient to meet near‑term obligations. However, execution of our growth strategy — including planned uplisting to a national exchange, continued M&A activity, and the spin‑off of Top Kontrol — will require additional capital. We expect to pursue a combination of bridge financing, longer‑term debt facilities, and equity issuances to support these initiatives.. |
Liquidity Outlook
Management believes that existing cash resources, together with anticipated revenues from AI UltraProd and other subsidiaries, will be sufficient to meet operating needs over the next twelve months. However, the Company’s growth strategy — including planned uplisting to a national exchange, continued M&A activity, and the spin‑off of Top Kontrol — will require additional capital. We expect to pursue a combination of short‑term bridge financing, longer‑term debt facilities, and equity issuances to support these initiatives. There can be no assurance that such financing will be available on favorable terms, or at all.
SecureTech’s ability to continue as a going concern is dependent upon successful execution of its recapitalization strategy, maintaining positive cash flows from operations, and securing additional financing as needed. Management continues to monitor liquidity closely and is committed to aligning expenditures with available resources while pursuing strategic growth opportunities.
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.
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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 September 30, 2025 and December 31, 2024, SecureTech had no cash equivalents.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements,” and ASC 825, Financial Instruments, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:
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.
Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Consideration may be received before or after revenue is recognized; amounts received in advance are recorded as contract liabilities.
Revenue Recognition; ASC 606 Five-Step Model
Under ASC 606, the Company recognizes revenue by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations; (3) determine the transaction price; (4) allocate the transaction price to performance obligations; and (5) recognize revenue as, or when, control of each performance obligation is transferred.
For services transferred over time, revenue is recognized based on progress toward satisfaction of the performance obligation. For performance obligations satisfied at a point in time, revenue is recognized when control passes to the customer.
Income Taxes
SecureTech accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.
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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 September 30, 2025. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our Management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure due to a material weakness.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in SecureTech’s annual or nine-months ended financial statements will not be prevented or detected on a timely basis.
Management’s Quarterly Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management, under the supervision and with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. Management’s evaluation of our internal control over financial reporting was based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In designing and evaluating our internal control over financial reporting and related procedures, Management recognizes that because of inherent limitations, any controls and procedures, no matter how well designed and operated, may not prevent or detect misstatements and can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of internal control over financial reporting procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on Management’s assessment, we have concluded that, as of September 30, 2025, our internal control over financial reporting was not effective in timely alerting Management to the material information relating to us required to be included in our annual and interim filings with the SEC.
Management has concluded that our internal control over financial reporting had the following material weaknesses:
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• |
| SecureTech 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 September 30, 2025.
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 the addition of 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 September 30, 2025, SecureTech was actively recruiting qualified independent director candidates and expects to appoint a minimum of three new independent board members during the fiscal quarter ending December 31, 2025. These directors are expected to serve as the Company’s Audit Committee.
Management believes that the appointment of these independent directors and the establishment of an Audit Committee will remediate the remaining material weaknesses in the Company’s internal control over financial reporting before the end of the current fiscal period.
Changes in Controls and Procedures
There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that has materially affected or is reasonably likely to affect our internal control over financial reporting materially.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
During the past ten years, no director, person nominated to become a director or executive officer, or promoter of SecureTech has been involved in any legal proceeding that would require disclosure hereunder.
From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is subject to inherent uncertainties for which the outcome cannot be predicted. Any adverse result in these or other legal matters could arise and cause harm to our business. We currently are not a party to any claim or litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business.
Item 1A. Risk Factors
Not applicable since we are a smaller reporting company.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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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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| Incorporated by Reference | ||||||
Exhibit Number |
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Exhibit Description |
| Filed Herewith |
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Form |
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File No. |
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Exhibit |
| Filing Date |
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3.1 |
| Articles of Incorporation |
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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 |
3.2 |
| Bylaws |
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| S-1 |
| 333-223078 |
| 3.2 |
| 2/16/2018 |
3.3 |
| 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 |
3.4 |
| Certificate of Designation of Series A Preferred Stock |
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8-K |
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3.4 |
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6/2/2023 |
10.1 |
| 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 |
10.2 |
| Amendment No. 1 to Patent License Agreement between SecureTech, Inc. and Shongkawh, LLC dated March 13, 2024 |
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10-Q |
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10.2 |
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5/15/24 |
10.3 |
| 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 |
10.4 |
| Incubation Operating Agreement dated June 23, 2025 |
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8-K |
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10.4 |
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6/24/25 |
10.5 |
| 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 |
14.1 |
| Code of Ethics adopted May 12, 2022 |
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8-K |
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14.1 |
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5/16/2022 |
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31.1 |
| Certification of J. Scott Sitra, Principal Executive Officer pursuant to Exchange Act Rules 13a‑14(a)/15d‑14(a) |
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X |
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31.2 |
| Certification of Anthony Vang, Principal Financial Officer pursuant to Exchange Act Rules 13a‑14(a)/15d‑14(a) |
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X |
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32.1 |
| Certification of J. Scott Sitra, Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 |
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X |
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32.2 |
| Certification of Anthony Vang, Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 |
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X |
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101.INS |
| XBRL Instance Document |
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X |
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101.SCH |
| XBRL Taxonomy Extension Schema Document |
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X |
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101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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X |
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101.LAB |
| XBRL Taxonomy Extension Labels Linkbase Document |
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X |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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X |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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X |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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X |
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[Signatures on Following Page]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SECURETECH INNOVATIONS, INC.
Dated: November 19, 2025 | By: | /s/ J. Scott Sitra |
|
| President, Chief Executive Officer, Principal Executive Officer, and Director |
Dated: November 19, 2025 | By: | /s/ Anthony Vang |
|
| Treasurer, Secretary, Principal Financial Officer, Principal Accounting Officer, and Director |
45
FAQ
How did SecureTech (SCTH) perform financially in Q3 2025 year-to-date?
For the nine months ended September 30, 2025, SecureTech reported revenue of $3,736,527, gross profit of $1,005,449, and net income attributable to shareholders of $302,746, compared with revenue of $14,235 and a net loss of $258,892 in the prior-year period.
What is AI UltraProd and how did it affect SCTH’s results?
AI UltraProd, acquired on June 23, 2025, is an AI-powered industrial 3D manufacturing group. The deal added $14,226,347 of assets, including $8,450,439 of goodwill, and its operations helped drive the large increase in 2025 revenue and SecureTech’s return to profitability.
What is SecureTech’s liquidity position and debt load as of September 30, 2025?
SecureTech held $394,370 in cash at September 30, 2025 against $4,288,523 of current liabilities. Debt includes $2,452,592 of unsecured short-term PRC bank borrowings, $188,914 due to related parties, and a $150,000 convertible note with an associated $84,326 derivative liability.
Why does SecureTech disclose substantial doubt about continuing as a going concern?
Management cites historical negative operating cash flows, limited cash of $394,370, and significant current liabilities of $4,288,523. The company expects to need bridge financing, longer-term debt, and/or equity issuances to fund operations, an uplisting effort, and the planned Top Kontrol spin-off, which together raise substantial doubt about its ability to continue as a going concern within one year.
How has SecureTech (SCTH) changed its capital structure in 2025?
On February 14, 2025, SecureTech canceled 43,100,000 common shares via share exchanges, reducing outstanding common shares to 35,311,829 at September 30, 2025. It also issued Series A Preferred Stock, totaling 17,895 shares at quarter-end, some as consideration for AI UltraProd at a value of $46,300 per preferred share.
How many SCTH shares are currently outstanding and on which market do they trade?
As of November 19, 2025, SecureTech had 31,370,414 shares of common stock and 18,095 shares of Series A Preferred Stock outstanding. The common stock trades on the OTCQB Venture Market under the ticker symbol SCTH.
What strategic plans has SecureTech outlined for AI UltraProd and Top Kontrol?
SecureTech plans aggressive expansion of AI UltraProd, including a potential future spin-off and uplisting to the NASDAQ Capital Market, and intends to spin off Top Kontrol into a separately traded OTCQB entity with a special dividend to loyal shareholders, each subject to regulatory approvals and market conditions.
