SecureTech Innovations, Inc. -- Form 10-K (Fiscal 2019)

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

FORM 10-K

(Mark One)

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

For the fiscal year ended: December 31, 2024

12-31

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

For the transition period from ________ to ________

Commission File Number: 000-55927

SecureTech Innovations, Inc.

(Exact name of registrant as specified in its charter)

Wyoming

(State or other jurisdiction of

incorporation or organization)

82-0972782

(I.R.S. Employer

Identification Number)

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

(Address of principal executive offices)

Tel: (651) 317-8990

(Registrant’s telephone number, including area code)

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

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

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

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

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

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

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

Yes x No ¨

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

As of June 30, 2024 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting stock held by non-affiliates of the registrant was $16,384,586, based upon the closing price as reported by OTC Markets of $0.71 a share as of that date. This calculation does not reflect a determination that such persons are affiliates for any other purpose. Additionally, the registrant does not have non-voting common stock outstanding.

As of March 31, 2025, there were 35,309,329 shares of our common stock, $0.001 par value issued and outstanding; 17,389,119 of these shares were held by non-affiliates of the registrant.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred under Part IV.

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PART I4

Item 1. Business5

Item 1A. Risk Factors11

Item 1B. Unresolved Staff Comments23

Item 1C. Cybersecurity23

Item 2. Properties24

Item 3. Legal Proceedings24

Item 4. Mine Safety Disclosures24

PART II25

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25

Item 6. [Reserved]31

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations31

Item 7A. Quantitative and Qualitative Disclosures About Market Risk36

Item 8. Financial Statements and Supplementary Data37

CONSOLIDATED BALANCE SHEETS40

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure54

Item 9A. Controls and Procedures54

Item 9B. Other Information55

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections55

PART III56

Item 10. Directors, Executive Officers and Corporate Governance56

Item 11. Executive Compensation60

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters61

Item 13. Certain Relationships and Related Transactions, and Director Independence62

Item 14. Principal Accounting Fees and Services64

PART IV65

Item 15. Exhibits, Financial Statements Schedules65

Item 16. Form 10-K Summary66

SIGNATURES67

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PART I

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical fact contained in this Annual Report on Form 10-K, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” and other similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements (collectively, “forward-looking statements”), but the absence of these words does not mean that a statement is not forward-looking. Our actual results or outcomes could differ materially from those indicated in these forward-looking statements for a variety of reasons, including, among others:

•		Our ability to execute our growth strategies
•		Supply chain disruptions and general price inflation
•		Our ability to maintain favorable relationships with suppliers and manufacturers
•		Competition from more established and better financed competitors
•		Our ability to attract and retain competent and qualified personnel
•		Regulatory changes and developments affecting our business
•		Our ability to obtain additional capital to finance operations
•		Managing a “just right” product inventory size and mix
•		Impacts on our business from epidemics, pandemics, or natural disasters
•		Our ability to remediate the material weakness in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or to maintain effective disclosure controls and procedures and internal control over financial reporting
•		Other risks and uncertainties, including those listed in the section titled “Risk Factors” in our filings with the United States Securities and Exchange Commission (“SEC”)

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in Part I, Item 1A, “Risk Factors” and elsewhere in this Annual Report for the year ended December 31, 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 Annual Report. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results or outcomes could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Annual Report, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to rely unduly on these statements.

The forward-looking statements made in this Annual Report are based on events or circumstances as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Annual Report to reflect events or circumstances after the date of this Annual Report or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, or investments.

As used in this Annual Report, the terms "we," "us," "our," "SecureTech," “Registrant,” “Company,” and “Issuer” mean SecureTech Innovations, Inc. unless the context clearly requires otherwise.

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Item 1. Business

The following discussion should be read in conjunction with our financial statements and the notes thereto and the other information included in this Annual Report as filed with the SEC on Form 10-K.

Business Overview

SecureTech Innovations, Inc. is a pioneering innovator in blockchain, Web3, and cybersecurity technologies. Through its Piranha Blockchain subsidiary, it is developing cutting-edge technologies and platforms to securely store and transfer digital assets and enhance online privacy and user protection. Additionally, SecureTech is known for its groundbreaking safety device, Top Kontrol^®, an advanced anti-theft and anti-carjacking system designed to preserve life and protect property.

Corporate Structure

The following diagram illustrates our corporate structure as of December 31, 2024:

Corporate History

SecureTech, initially incorporated in Wyoming as SecureTech, Inc. on March 2, 2017, later changed its name to SecureTech Innovations, Inc. on December 20, 2017, reflecting our commitment to technological leadership and innovation.

With an eye on future growth, SecureTech subsequently established two wholly-owned subsidiaries: Piranha Blockchain, Inc. (incorporated in Wyoming on November 19, 2021) and Piranha Blockchain, Ltd. (established under Anguilla’s International Business Company laws on November 25, 2021). These subsidiaries will drive our mission to advance cybersecurity technologies within blockchain and cryptocurrency ecosystems, emphasizing mining, digital asset storage, and secure trading exchanges.

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Recent Events

Appointment of New President and Chief Executive Officer

On January 14, 2025, SecureTech appointed J. Scott Sitra as its new President, Chief Executive Officer, Principal Executive Officer, and member of the Board of Directors. Kao Lee, who previously held these positions, has been appointed to the newly created role of General Manager of Top Kontrol. In this new position, Mr. Lee will focus entirely on innovating and developing the Top Kontrol product line, while Mr. Sitra will oversee SecureTech’s day-to-day operations.

Completion of Phase 1 of Share Reduction Program (55% Reduction in Common Shares)

On February 14, 2025, SecureTech canceled 43,100,000 shares of its common stock. This represents a 55% reduction in the total number of common shares issued and outstanding.

Phase 2 of the Share Reduction Program is expected to be completed later this year. The aim is to reduce the total issued and outstanding shares to under 20 million during the fiscal year ending December 31, 2025.

2025 Roadmap: Driving Innovation and Growth

Under the leadership of our new President and CEO, J. Scott Sitra, SecureTech is realigning its business priorities and focusing on a series of strategic initiatives designed to rapidly grow and propel the company into new directions. The key strategic initiatives planned for 2025 include:

•		Recapitalize the Business: SecureTech aims to strengthen its financial foundation through short-term bridge, intermediate, and long-term funding solutions.

•		Aggressive M&A Program: Pursuing an assertive mergers and acquisitions strategy to drive rapid growth and expansion.

•		Reduce Outstanding Shares: Continue with the 2024 Share Reduction Program to strategically reduce outstanding shares to around 17 million issued and outstanding by Q3 2025.

•		Listing Upgrades: Targeting a Q2 2025 upgrade to the OTCQB, with a subsequent NASDAQ uplisting to increase market visibility and investor confidence.

•		Divest and Spin-Off Top Kontrol Product Line: Streamlining our portfolio by providing loyal shareholders with a special dividend and spinning off Top Kontrol as an independent OTCQB company.

•		Initiate Investor Relations/Awareness Program: Launching an initiative to enhance communication and introduce SecureTech to the investment community.

Top Kontrol

Top Kontrol stands as the world’s most advanced anti-theft and anti-carjacking system. Unlike our competitors’ products, which merely safeguard vehicles from unattended theft, Top Kontrol elevates vehicle security and passenger safety. It uniquely thwarts active carjacking attempts without requiring any action from the driver.

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Key Advantages of Top Kontrol:

ü		Anti-theft Circuits: Actively prevent automobile theft and carjacking.
ü		Idle Theft Prevention: Automatically stops theft even when keys are in the ignition and the engine is idling.
ü		Carjacking Defense: Provides both active and passive prevention against carjacking.
ü		Non-Interference: Does not disrupt other vehicle systems.
ü		Universal Compatibility: Compatible with most car and truck makes and models.
ü		Manual Engine Kill Switch: Allows manual shutdown of the engine.
ü		Wireless Security: Thwarts thieves attempting to hack wirelessly transmitted security codes.
ü		Battery-Independent Operation: Works even with a disabled car battery.


Retail Package Top		Retail Package Bottom

For additional information on Top Kontrol or to view product demonstration videos, please visit the Top Kontrol website at www.topkontrol.com or the Top Kontrol YouTube Channel, respectively.

Industry: Automobile Theft in America

Car theft in the United States continues to rise annually to new record levels. In 2023, car thefts surpassed all previous records from 2022.

Top Kontrol ensures your car’s safety even when you’re not around. It prevents thieves from stealing your parked and unattended vehicle. Here’s a snapshot of America’s auto theft crisis in 2024:

850,708		Number of US cars stolen in 2024
$7.8 Billion		Estimated value of cars stolen in the US in 2024
$9,166		Average dollar loss per theft
Up 105%		Increase in US car thefts between 2019 and 2023
37 Seconds		How often a car is stolen in the US

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Industry: Carjackings Crisis

Below are some highlighted major US cities that experienced record levels of carjackings in 2023:

Increase in Carjackings 2023		US City

98%		Washington, DC
222%		Minneapolis, MN
133%		Chicago, IL
121%		New Orleans, LA
115%		Oakland, CA

Recent statistics from the National Crime Information Center reveal a significant surge in car thefts and carjackings. Between 2019 and 2023, motor vehicle thefts increased by 105%, while carjackings rose by 93% nationwide.

Top Kontrol stands out as the sole automobile safety device capable of preventing an in-progress carjacking without any driver intervention.

Competition

In a fiercely competitive industry, SecureTech faces formidable rivals across every aspect of its business. Our company’s success hinges on management’s ability to innovate compelling products and market them effectively. By attracting a substantial customer base, we aim to generate the necessary revenues for sustained profitability.

SecureTech faces stiff competition from well-established players armed with substantial financial resources and extensive operating histories. Their advantages in marketing, purchasing power, and negotiation leverage are significant. Notable competitors include Viper (www.viper.com), Clifford (www.clifford.com), and OnStar (www.onstar.com). Additionally, we contend with lesser-known rivals and potential newcomers who may emerge in the future.

While our industry’s size provides ample room for successful competition, we recognize that product technology continually evolves. New entrants consistently innovate, potentially surpassing our current offerings or rendering them obsolete. Adaptability and ongoing innovation are critical for maintaining our competitive edge.

Manufacturing

SecureTech collaborates with US-based contract manufacturers for product production, and the final assembly takes place at our Minnesota headquarters. Importantly, we maintain flexibility by not entering into long-term or exclusivity agreements with any specific manufacturer. This approach allows us to explore new partnerships and freely adapt as needed.

Our products at SecureTech proudly bear the coveted “Made in the USA” label.

Piranha Blockchain

SecureTech is a forward-thinking company focused on exploring advanced blockchain, Web3, and cybersecurity technologies and platforms. These efforts aim to enable the secure storage and transfer of digital assets while enhancing online privacy and user protection. The company advances these initiatives through its subsidiaries, which operate under the Piranha Blockchain

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brand (collectively referred to as “Piranha”). The planned initiatives outlined below demonstrate SecureTech’s dedication to leading innovation in technology and addressing the evolving challenges of digital security.

•		Construct Secure, Low-Cost Green Energy Data Centers: Our data center focus will center around building environmentally friendly data centers that prioritize security while minimizing costs.

•		Provide Advanced Cybersecurity Solutions: We intend to offer cutting-edge cybersecurity products to safeguard client data, protect identities, and defend digital assets against theft and ransom attacks.

•		Develop Blockchain and Cryptocurrency Platforms: Our plans center around creating robust systems for mining, storage, and trading exchanges within the dynamic blockchain and cryptocurrency landscape.

Piranha aims to diversify its revenue streams. Below are the four key sources through which Piranha intends to generate revenue:

•		Product Sales. Piranha will generate revenue through one-time sales of cybersecurity hardware and applications.

•		Subscription Services. Recurring monthly revenue will come from cybersecurity subscriptions and hosting services.

•		Cryptocurrency Ventures. Piranha will engage in cryptocurrency mining, hosting third-party mining rigs, and pursue trailblazing joint venture projects.

•		Transaction Fees. Revenue will also be earned from transaction fees related to cryptocurrency exchanges, cryptocurrency trading, and conversions into and from fiat currencies.

Piranha’s Growth Strategy: Innovation and Acquisitions

As Piranha looks to grow its business, it will combine internal innovation with strategic acquisitions. Internally, Piranha plans to invest in cutting-edge products and technologies, while externally, it seeks synergistic partnerships and acquisition candidates to accelerate overall growth.

Government Regulation

Our products are designed to meet all known existing or proposed governmental regulations. We currently meet all applicable standards for approvals by government regulatory agencies for our products and services.

Top Kontrol was issued a Federal Communications Commission (FCC) Declaration of Conformity certification in March 2020.

Compliance with Environmental Laws

We believe there are no material issues or costs associated with our compliance with current environmental laws. We did not incur environmental expenses in the fiscal year ended December 31, 2024, nor do we anticipate environmental expenses in the foreseeable future.

Intellectual Property Rights and Proprietary Information

In our industry, innovation, investment in novel ideas, and safeguarding intellectual property rights play pivotal roles in achieving success. To protect our products and technologies, we leverage a combination of legal mechanisms, including patents, trademarks, trade secrets, and contractual obligations. Our commitment extends to robustly enforcing our intellectual property rights.

Notably, SecureTech holds a portfolio of issued and licensed patents, each with specific dates of issuance:

·On May 7, 2013, Shongkawh, LLC—a related party controlled by one of our co-founders, Kao Lee—was granted US Patent No. 8,436,721 titled “Automobile Theft Protection and Disablement System” by the US Patent & Trademark

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Office (“USPTO”). This patent is set to expire on March 19, 2030. SecureTech holds the exclusive license to utilize this patent until its expiration date.

Ensuring Our Competitive Edge

In addition to factors like innovation, technological expertise, and our skilled personnel, we recognize that maintaining a robust product portfolio is essential for staying competitive. Continual upgrades and enhancements to our offerings are key. When we achieve significant technological improvements, we actively seek patent protection.

Our Patent Strategy

Our proactive approach involves filing patent applications to secure legal protections for the novel features of our products and technologies. Before filing and granting patents, we meticulously disclose critical elements to our patent counsel. Simultaneously, we safeguard these features as trade secrets until product introduction. It’s important to note that patent applications don’t always result in issued patents covering all crucial claims and may face denial.

Trademark Protection

Beyond patents, we also prioritize trade name and trademark protection. As proud owners of federally registered trademarks, including SECURETECH INNOVATIONS^® and TOP KONTROL^®, we safeguard our brand identity. Additionally, SecureTech has a pending trademark registration application with the USPTO for PIRANHA BLOCKCHAIN.

Confidentiality Agreements

To maintain the integrity of our proprietary information, we enter into nondisclosure agreements with employees, consultants, and third parties. These agreements strictly prohibit the disclosure of our confidential data during and after their employment or working relationships.

Employees

As of December 31, 2024, our workforce comprises five employees: two full-time, three part-time, and three independent commission-based sales representatives.

Property and Equipment

Our principal executive offices are located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113. We lease this space for $565 per month on a month-to-month basis.

We do not hold ownership or leasehold interest in any other property or equipment.

Available Information

We maintain a website with the address www.securetechinnovations.com. We make available free of charge through our Internet website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and any amendments thereto, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We are not including the information on our website as a part of, nor incorporating it by reference into, this report. Additionally, the SEC maintains a website that contains annual, quarterly, and current reports, proxy statements, and other information that issuers, including us, file electronically with the SEC. The SEC’s website address is www.sec.gov.

Note Regarding Third-Party Information

This Annual Report on Form 10-K incorporates market data, statistical information, and estimates drawn from various sources, including industry analysts' reports, market research firms' publications, and other independent resources. Additionally, our management team provides its own well-founded estimates and analyses.

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While we consider these third-party reports reputable, it’s important to note that we have not independently verified the underlying data sources, methodologies, or assumptions. Information based on estimates, forecasts, projections, or market research inherently carries uncertainties. As a result, actual events or circumstances may materially diverge from what is reflected in this information.

Item 1A. Risk Factors

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below in addition to the other information set forth in this Annual Report on Form 10-K, including the Management’s Discussion and Analysis of Financial Condition and Results of Operations section and the consolidated financial statements and related notes, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us, or that we currently believe to be immaterial, could materially and adversely affect our business, financial condition, prospects, or results of operations. In such cases, the trading price of our common stock could decline, and you may lose all or part of your original investment. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of specific factors, including the risks and uncertainties described below.

Additionally, macroeconomic and geopolitical developments, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation, and rising interest rates may amplify many of the risks discussed below to which we are subject. Among other factors, significant disruption to our supply chain for products we sell, as a result of geopolitical conflict, or otherwise, could have a material impact on our sales and earnings.

SUMMARY OF RISK FACTORS

The following summarizes the risks facing our business, all of which are more fully described below. This summary should be read in conjunction with the Risk Factors below and should not be relied upon as an exhaustive summary of the material risks facing our business. The order of presentation is not necessarily indicative of the level of risk that each factor poses to us.

Risks Related to Our Industry and the Broader Economy

•

Our industry is highly competitive, and as a small company with an unknown brand, we are at a disadvantage to our competitors.

Risks Related to Our Business

•		Our products may not achieve market acceptance, which would significantly reduce our chances of success.

•		If the market prefers to buy our competitors’ products and services, SecureTech may fail.

•		Consumer trends, seasonal fluctuations, and general global economic conditions can lead to unpredictable operating results.

•		We may be unable to successfully manage our inventory to match consumer demand.

•		We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation, and disrupt our business.

•		We may be unable to protect our proprietary rights and intellectual property.

•		While no current lawsuits are filed against SecureTech, there is a possibility that claims may arise in the future.

•		Our business's success depends heavily on key personnel, particularly J. Scott Sitra, and his business experience, understanding of the industries we compete in, and general global business operations. SecureTech would likely fail if we were to lose his services.

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•		Our officers and directors essentially determine and control all corporate decisions without the need for shareholder approval.

•		Our officers and directors may be subject to conflicts of interest.

•		Our officers and directors have other significant outside business interests.

•		We depend on third-party contract manufacturers to produce our products.

•		We incur significant additional expenses and management’s time relating to SEC reporting and compliance requirements.

•		We have no independent Board Members, nor do we have an audit or compensation committee.

•		We have agreed to fully indemnify our officers and directors against lawsuits.

Risks Related to Our Financial Condition

•		We lack an operating history and are incurring ongoing losses that we expect to continue into the future.

•		Operating as a public company requires significant additional expenses and management time, reducing funds available to implement our business plan and potentially adversely affecting our results of operations, cash flow, and overall financial condition..

•		Our auditing firm has issued a going concern warning on our ability to continue operations for the next 12 months.

•		We need to raise additional capital, which may not be available to us in the future or on terms we find acceptable.

Risks Related to Our Business Strategy

•		We intend to acquire other companies and technologies. Any acquisition we make could fail to result in a commercial product or sales, divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our business.

•		Our operating results will be harmed if we cannot effectively manage and sustain our future growth or scale our operations.

Risks Related to Planned Green Energy Data Centers and Blockchain Operations

•		Our future cryptocurrency and other digital asset holdings may be exposed to cybersecurity threats and hacking.

•		Risk related to technological obsolescence and difficulty in obtaining advanced hardware.

•		Our future data centers will be subject to various property and other insurance risks.

•		The financial performance of our future data centers may be impacted by price fluctuations in the power market and other market factors beyond SecureTech’s control.

•		Hazards associated with high-voltage electricity transmission and industrial operations may result in the suspension of our operations or the imposition of civil or criminal penalties.

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Risks Related to Market for Our Common Stock

•		Investing in SecureTech is a risky investment and could result in the loss of your entire investment.

•		Even though our common stock is listed on the OTC Pink Tier of the OTC Markets Group, Inc., an active trading market for shares of our common stock has yet to develop and may never develop. In the event a market does develop in the future, such future market prices for our shares may be volatile.

•		We do not intend to pay any dividends on our common stock, so there are limited ways to profit from an investment in SecureTech Innovations, Inc.

•		We have certain anti-takeover provisions and may issue additional securities, including common and preferred shares, without shareholder consent. This may make it difficult, if not impossible, to replace or remove our current management and could also result in significant dilution to existing investments in our common stock.

•		We are subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.

•		Because we are not subject to compliance with rules requiring the adoption of specific corporate governance measures, our shareholders have limited protections against interested director transactions, conflicts of interest, and similar matters.

•		As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

RISK FACTORS

Risks Related to Our Industry and the Broader Economy

Our industry is highly competitive, and as a small company with an unknown brand, we are at a disadvantage to our competitors.

Our industry is highly competitive in general. We are a small company with limited financial resources and an unknown brand with limited recognition. Our competitors, both established and future unknown competitors, have better brand recognition and, in most cases, substantially greater financial resources than we have. Our ability to compete successfully in our industry depends on many factors, both within and outside our control. These factors include the following:

•		our success in designing and developing new or enhanced products;

•		our ability to address the changing needs and desires of retailers and consumers;

•		the pricing, quality, performance, reliability, features, ease of installation and use, and diversity of our products;

•		the quality of our customer service;

•		product or technology introductions by our competitors; and

•		the ability of our contract manufacturing partners to deliver products on time, on price, and with acceptable quality.

If we cannot effectively compete on a continual basis or unforeseen competitive pressures arise, such inability to compete could have a material adverse effect on our business, results of operations, and overall financial condition.

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Risks Related to Our Business

Our products may not achieve market acceptance, which would significantly reduce our chances of success.

We are currently producing and marketing our first-generation Top Kontrol product, which we plan to replace with a second-generation Top Kontrol product line later this fiscal year. There is uncertainty regarding whether this new product line and its features will be well-received by the market in general or if unforeseen events may lead to lower-than-expected sales. If this occurs, it could force us to reduce our spending on research and development, advertising, and other essential company functions needed to improve and expand our product and service offerings. We cannot guarantee consumer demand or interest in our current or future products and services. A lack of market acceptance could have a material adverse effect on our business, results of operations, and overall financial condition.

If the market prefers to buy our competitors’ products and services, SecureTech may fail.

While we believe our products will achieve commercial success, there is no assurance that customers will accept or purchase them. If the market chooses our competitors' products instead, becoming profitable could be challenging, if not impossible. Such a situation would significantly damage our business, potentially causing it to fail and leading to a total loss of investment.

Consumer trends, seasonal fluctuations, and general global economic conditions can lead to unpredictable operating results.

Our operating results may fluctuate significantly from period to period due to various factors, including customer purchasing patterns, competitive pricing, and general economic conditions. There is no assurance that we will be successful in marketing our products or that revenue from product sales will be significant. As a result, our revenues may vary significantly by quarter, and our operating results may experience substantial fluctuations, making it difficult to value our business and could lead to extreme volatility in our future share price. These factors could lead to adverse effects on our business and result in a total loss of investment.

We may be unable to successfully manage our inventory to match consumer demand.

Our inventory purchases are based, in part, on our sales forecasts. If these forecasts overestimate consumer demand, we may experience higher inventory levels, necessitating the sale of products at lower-than-anticipated prices, which would reduce our profit margins. Conversely, if our sales forecasts underestimate consumer demand, we may have insufficient inventory to meet demand, leading to lost sales. Both scenarios could materially and adversely affect our financial performance.

We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation, and disrupt our business.

The manufacturing, packaging, marketing, and processing of our products involve inherent risks of not meeting applicable quality standards and requirements. In such an event, we may voluntarily implement a recall or market withdrawal, or be required to do so by a regulatory authority. A recall or market withdrawal would be costly, diverting management resources. Additionally, a recall or withdrawal of one of our products, or a similar product processed by another entity, could impair sales due to confusion about the recall's scope or damage to our reputation for quality and safety. If this situation arises, it could significantly and negatively impact our financial performance.

We may be unable to protect our proprietary rights and intellectual property.

Our future success partially relies on our proprietary technology, technical know-how, and other intellectual property. We use intellectual property laws, confidentiality procedures, and contractual provisions, such as nondisclosure terms, to safeguard our intellectual property. However, others may independently develop similar technology, duplicate our products, or design around our intellectual property rights. Unauthorized parties may also attempt to copy aspects of our products and technologies or obtain and use information that we consider proprietary. Any of these events could significantly harm our business, financial condition, and operating results.

Additionally, we rely on technologies acquired from others and may depend on third parties for further required technologies. We might purchase a product's logic component or other technological devices from outside sources, which may involve annual fees for updates, upgrades, and technical support. In the future, we may need to obtain licenses or other rights related to one or

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more of our products or technologies. These licenses or rights may not be available on commercially reasonable terms, or at all. Inability to obtain specific licenses or rights or the need to engage in litigation regarding these matters could materially and adversely affect our business, financial condition, and operating results. Moreover, using intellectual property licensed from third parties may limit our ability to protect our products' proprietary rights.

While no current lawsuits are filed against SecureTech, there is a possibility that claims may arise in the future.

Currently, we do not have a general liability insurance policy. While we intend to seek such coverage during the current fiscal year, we cannot guarantee that we will be able to obtain it or, if offered, afford the annual premiums. Additionally, even with general liability coverage, there is no assurance that it would fully protect us from legal claims arising from future lawsuits. Such legal actions could have a material adverse effect on our results of operations and financial condition, potentially leading to a forced closure of the business and resulting in a total loss of investment.

Our business's success depends heavily on key personnel, particularly J. Scott Sitra, and his business experience, understanding of the industries we compete in, and general global business operations. SecureTech would likely fail if we were to lose his services.

Our business's success heavily relies on the abilities and experience of our principal executive officer, J. Scott Sitra. The loss of Mr. Sitra would have a significant and immediate impact on our business, results of operations, and overall financial condition. Furthermore, the loss of Mr. Sitra would force us to seek a replacement or replacements who may have less general business experience and, in particular, less experience in our industry, fewer industry contacts, and less understanding of our overall business plan and strategies. We cannot guarantee that we will be able to find a suitable replacement if Mr. Sitra departs, which could force us to curtail or cease operations, leading to a total loss of investment.

Mr. Sitra is not currently covered by an employment agreement, nor is he subject to a non-compete agreement that would survive his employment termination. Mr. Sitra can terminate his relationship with us at any time without cause. Additionally, we do not carry “key person” insurance on any employee, including Mr. Sitra. His departure would likely have a severe and negative impact on our overall business and could cause us to cease operations, resulting in a total loss of investment.

Besides our dependency on Mr. Sitra’s continued services, our future success will also depend on our ability to attract and retain additional key personnel. We face intense competition for such qualified individuals from well-established and better-financed competitors. We may not be able to attract talented new employees or retain existing employees, which may have a material adverse effect on our results of operations and financial condition, potentially leading to a total loss of investment.

Our officers and directors currently control an aggregate of approximately 86.3% of our eligible votes in all voting matters. Accordingly, our officers and directors can effectively determine and control all corporate decisions, even if such decisions may not be in the best interest of minority shareholders.

As of March 31, 2025, our officers and directors currently control an aggregate of 183,320,210 votes in all voting matters, or approximately 86.3% of all eligible votes. Accordingly, our officers and directors can effectively determine the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets without needing minority shareholder approval. The interests of our directors may differ from those of other shareholders, which could lead to corporate decisions that disadvantage minority shareholders. This concentration of voting power could negatively impact the company's operations, financial condition, and value, potentially resulting in a total loss of investment.

Our officers and directors may be subject to conflicts of interest.

Our officers and directors have potential conflicts of interest in their dealings with us. These conflicts of interest may arise under the following known circumstances. These do not include potential conflicts of interest that are unforeseen and presently unknown to us.

•		We have no independent directors, so the Board of Directors can establish their own compensation packages without the guidance of a Compensation Committee;

•		Future compensation agreements will not be negotiated at arm’s length, as would typically occur with unaffiliated third parties;

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•		Acquisitions and purchases or sales of assets and other similar transactions can be made without due diligence or extended negotiations; and

•		Business combinations or the implementation of anti-takeover “poison pill” preventative measures may occur without proper due diligence or consideration.

We have not formulated a policy for potential conflicts of interest that may arise between us and our officers and directors. If a potential conflict of interest arises and cannot be resolved, it could negatively impact the interests of other shareholders, prevent us from achieving profitability, harm our overall business, and result in you losing all or part of your investment.

Our officers and directors have other significant outside business interests and will be able to devote only a portion of their professional time to SecureTech’s operations. As such, our business could fail if any of them are unable or unwilling to devote a sufficient amount of time to our business.

The responsibility of developing our core businesses, negotiating and closing strategic business acquisitions, securing necessary financing, and fulfilling public company reporting requirements falls upon our officers and directors. As of the date of this Annual Report, our officers and directors devote the following amount of their overall business time to our operations:

Officer/Director		Percentage of Overall Business Time Devoted to SecureTech’s Business

J. Scott Sitra President, CEO, and Director		80%
Anthony Vang Treasurer, Secretary, and Director		50%
Kao Lee General Manager of Top Kontrol		80%

It is essential to consider that none of our officers or directors are currently under employment agreements with any of their business interests, including SecureTech. If they were to enter into such agreements with outside business interests, they could be forced to resign from our business or devote even less time to SecureTech.

If any of our officers or directors are unable to fulfill their duties or decide to spend more time on competing business interests, we may experience a shortfall or complete lack of revenue, resulting in little or no profits and the eventual closure of our business, which could lead to a partial or total loss of investment.

We depend on third-party contract manufacturers who may not have adequate capacity to fulfill our needs or meet our quality and delivery objectives and timetables.

We do not own our production lines or manufacturing facilities. Instead, we manufacture our products through third-party contract manufacturers.

Our reliance on these third-party contract manufacturers involves significant risks, including reduced control over quality and logistics management, potential lack of adequate capacity, and the discontinuance of the contractors' assembly processes. Potential financial instability at our contract manufacturers could force us to find new suppliers, increasing our costs and delaying our product and installation deliveries. Our contract manufacturers could also choose to discontinue building our products for various reasons, with or without cause. Consequently, we may experience delays in the timeliness, quality, and adequacy of product and installation deliveries. Any of these issues could have a material adverse effect on our business, results of operations, and overall financial condition.

We incur significant additional expenses and management’s time relating to SEC reporting and compliance requirements.

Our officers and directors are responsible for managing us, including complying with our SEC reporting obligations, maintaining disclosure controls and procedures, and preserving internal control over financial reporting. These public reporting requirements and controls are constantly changing and sometimes require us to obtain outside assistance from legal, accounting, or other compliance professionals, which could substantially increase our costs of remaining compliant. Should we fail to comply with these reporting requirements and internal controls and procedures, we may be subject to securities law violations.

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Any potential future violation could result in additional compliance costs or costs associated with SEC judgments or fines, either of which would increase our costs, negatively affect our potential profitability, and impact our ability to conduct business.

Because we do not have an audit or compensation committee, shareholders will have to rely on our board of directors, which is not independent, to perform these functions.

We do not have an audit or compensation committee or board of directors that is composed of independent directors. Our officers and directors perform the functions of these traditional corporate committees. Instead, our officers and directors perform these traditional corporate committee functions. Because none of our directors are deemed independent, there is a potential conflict between their interests and our shareholders' interests. They will participate in discussions about management compensation and audit issues, which may affect management decisions. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders. This lack of oversight could negatively impact our business, financial condition, and shareholder value

We have agreed to fully indemnify our officers and directors against lawsuits.

We are a Wyoming corporation. Wyoming law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Wyoming law also authorizes Wyoming corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by Wyoming law.

We currently do not maintain any insurance coverage. In the event that we are found liable for damages or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. While we intend to acquire liability insurance immediately upon resources becoming available, there is no guarantee that we can secure such coverage or that any insurance coverage, if ever secured, would protect us from any damages or loss claims filed against us. This lack of insurance coverage could lead to significant financial strain and potentially result in the closure of our business.

Risks Related to Our Financial Condition

We lack an operating history and are incurring ongoing losses that we expect to continue into the future. There is no assurance that our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, our business will fail.

We were incorporated on March 2, 2017, and have incurred ($1,714,568) in losses through December 31, 2024. We have not achieved profitability and expect to continue incurring net losses in future fiscal periods. We anticipate significant operating expenses, and as a result, we will need to generate substantial revenues to achieve profitability, which may never occur. Even if we achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis. This could lead to the failure and closure of our business.

Operating as a public company requires significant additional expenses and management time, reducing funds available to implement our business plan and potentially adversely affecting our results of operations, cash flow, and overall financial condition.

Operating as a public company is considerably more expensive than operating as a private company, including the need for additional funds to obtain outside assistance from legal, accounting, investor relations, and other professionals, which could be costlier than anticipated. We may also need to hire additional staff to comply with ongoing SEC reporting requirements. We estimate that maintaining our SEC reporting status will cost approximately $250,000 for the fiscal period ending December 31, 2025. As our business grows and develops, our financial statements and regulatory filings will become more complex. This increased complexity will likely raise our overall compliance expenses—potentially substantially—which could have an unexpected material adverse effect on our business, results of operations, and overall financial condition.

There is substantial uncertainty as to whether we will continue operations. If we discontinue operations, you could lose your entire investment.

Our independent registered public accounting firm has expressed their uncertainty about our business operations in their audit report dated March 31, 2025, which is part of the financial statements included in this Annual Report on Form 10-K. This

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indicates that there is substantial doubt about our ability to continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from this uncertainty. Consequently, we may have to cease operations, which could result in a total loss of your investment.

We will need additional capital in the future, but there is no assurance that funds will be available on acceptable terms, or at all.

We must raise additional funds to achieve growth and fund our business initiatives. This financing may not be available in sufficient amounts or on terms acceptable to us and may be dilutive to existing stockholders if raised through additional equity offerings. Additionally, any securities issued to raise funds may have rights, preferences, or privileges senior to those of existing stockholders. If adequate funds are not available, or are not available on acceptable terms, our ability to expand, develop or enhance services or products, or respond to competitive pressures may be materially limited. This could have a negative impact on our business, financial condition, and overall shareholder value.

Risks Related to Our Business Strategy

We intend to acquire other companies and technologies. Any acquisition we make could fail to result in a commercial product or sales, divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our business.

We plan to acquire and invest in businesses and technologies that we believe could complement or expand our portfolio, enhance our technical capabilities, and offer new growth opportunities. However, we may not be able to successfully complete any acquisition we choose to pursue. Further, we may not be able to integrate any acquired business, product, or technology in a cost-effective and non-disruptive manner. Our pursuit of acquisitions may require significant attention from management and cause us to incur unforeseen costs and expenses in identifying, investigating, and pursuing suitable acquisitions, whether they are consummated or not.

We may not be able to identify desirable acquisition targets, enter into agreements with them, or obtain the expected benefits from any acquisition or investment. Similarly, we may not be able to identify and acquire new technologies in a timely manner, or at all. Acquisitions could also result in the issuance of dilutive equity securities, the use of our available cash, or the incurrence of debt, harming our operating results. If an acquired business fails to meet our expectations, our business, financial condition, and results of operations may be negatively affected.

Our operating results will be harmed if we cannot effectively manage and sustain our future growth or effectively scale our operations.

We may be unable to manage our growth and future growth efficiently or profitably. Our revenue, operating margins, or growth may be less than expected. If we cannot scale our operations efficiently or maintain pricing without significant discounting, we may fail to achieve expected operating margins, which would have a material and adverse effect on our operating results. Growth may also stress our ability to adequately manage operations, quality of products, safety, and regulatory compliance. If growth significantly decreases, it will negatively impact our cash reserves, possibly necessitating additional financing, which could increase indebtedness or result in dilution to shareholders. Furthermore, we may not be able to obtain additional financing on acceptable terms, if at all. This could lead to a material adverse effect on our business, financial condition, and overall shareholder value.

Risks Related to Planned Green Energy Data Centers and Blockchain Operations

Future cryptocurrency and other digital asset holdings, including those held by unrelated third parties, may be exposed to cybersecurity threats and hacking.

Malicious actors may seek to exploit vulnerabilities within our future data center networks and programming codes. These actors might attack the network source code, server systems, cryptocurrency miners, third-party platforms, cold and hot storage locations, or software. Flaws in or exploitations of corporate networks or programming source code that allow malicious actors to take or create money occur somewhat regularly. For example, hackers have been able to gain unauthorized access to third-party digital wallets and cryptocurrency exchanges, risking the loss or theft of some or all of our future cryptocurrency and digital asset holdings.

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Our future networks may further be vulnerable to intrusions by hackers who could interfere with and introduce defects into our data center network operations. Private keys that enable holders to transfer funds may become lost, stolen, destroyed, or otherwise compromised, resulting in irreversible losses of cryptocurrencies and other digital assets. Such impacts on our private keys could have a material adverse effect on our business, prospects, operations, and the value of any cryptocurrencies or digital assets we might own or hold on behalf of unrelated third parties.

In the event of theft or a cybersecurity attack on our future networks, any losses from hackers to third-party accounts operating on our future networks could result in litigation against SecureTech. If our future insurance coverage is insufficient to satisfy such losses, it could have a material adverse effect on our business and ability to attract clients to our future data center operations. Ultimately, this could lead to a partial or complete loss of investment.

Risk related to technological obsolescence and difficulty in obtaining advanced hardware.

To remain competitive, SecureTech must continue to monitor the state of available technology for its future data centers and invest in the necessary hardware and equipment. SecureTech’s hardware and software may become obsolete, requiring substantial capital to replace. There can be no assurance that such data center and networking hardware will be readily available when needed.

Moreover, there can be no assurance that new and unforeseeable technology, either hardware-based or software-based, will not disrupt existing commercially available technology platforms. For example, the arrival of quantum computers, capable of solving certain types of mathematical problems fundamental to cybersecurity and blockchain security more quickly and efficiently than traditional computers, may have a significant and negative effect on cybersecurity protection efforts and data centers in general. This could render our technology platforms, both hardware-based and software-based, obsolete and outdated, having a material adverse effect on our business and ability to attract clients to our future data center operations

Our future data centers will be subject to various property and other insurance risks.

SecureTech’s future data center operations and computing equipment will be subject to all the hazards and risks normally encountered by computing equipment, blockchain, and digital asset storage companies. These hazards include the loss of computing and technology platforms due to natural disasters such as floods, fires, inclement weather, mudslides, earthquakes, or other events beyond SecureTech’s or its suppliers' control. Such events could result in damage to or destruction of computing and technology platforms, damage to life or property, environmental damage, and possible legal liability for which SecureTech may not be insured or may be underinsured.

Additionally, any general hardware or software failure, including the ability to effectively manage and keep our data centers online and operational, could materially adversely affect SecureTech’s overall business, results of operations, and financial condition. Serious malfunctions in servers or central processing units, or their collapse, pose a risk as well. While malfunctions may occur on a specific server or part of it for short periods, such crashes or failures could potentially cause the collapse of the entire data center, resulting in significant economic damage to SecureTech and its data center operations.

Although SecureTech intends to maintain insurance against risks in the operation of its future data center operations in amounts it believes to be reasonable, such insurance will contain exclusions and limitations on coverage. If we incur material losses, our business, operating results, and financial condition could be adversely affected, and we may not have recourse against an insurer. Even if SecureTech maintains insurance, there is no guarantee that the coverage will be sufficient or that insurance proceeds will be paid to us.

The financial performance of our future data centers may be impacted by price fluctuations in the power market and other market factors beyond SecureTech’s control.

SecureTech’s future data center revenues, cost of doing business, results of operations, and operating cash flows may be impacted by price fluctuations in the power market and other factors beyond SecureTech’s control. Market prices for power, capacity, and other ancillary services are unpredictable and tend to fluctuate substantially. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be produced concurrently with its use. As a result, power prices are subject to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets. Long- and short-term power prices may also fluctuate substantially due to other factors outside of SecureTech’s control, including:

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•		Changes in generation capacity in SecureTech’s markets, particularly with preferred sources such as clean hydroelectric electricity, including new supplies of power from new sources, expansion of existing sources, continued operation of uneconomic sources due to state subsidies, or additional transmission capacity;

•		Environmental regulations and legislation;

•		Supply disruptions, including source outages and transmission disruptions;

•		Changes in power transmission infrastructure;

•		Weather conditions, including extreme weather conditions and seasonal fluctuations, which can significantly reduce or limit the amount of hydroelectric energy that can be produced in an area;

•		Changes in the demand for power or patterns of power usage, including the potential development of demand-side management tools and practices, distributed generation, and more efficient end-use technologies;

•		Development of new sources, new technologies, and new forms of competition for the production of power;

•		Changes in economic and political conditions;

•		Supply and demand for energy commodities;

•		Supply chain disruption of electrical components needed to transmit electricity;

•		Availability of competitively priced alternative energy sources; and

•		Changes in capacity prices and capacity markets.

These factors and the associated fluctuations in power and prices could affect wholesale power generation and, ultimately, the cost of electricity SecureTech must pay to operate its future data centers. Changes, especially sharp and unexpected increases, in the price of electricity SecureTech must pay at its future data centers could make our future data center operations unprofitable, which would have a material adverse effect on SecureTech’s overall business, results of operations, and financial condition.

Hazards associated with high-voltage electricity transmission and industrial operations may result in the suspension of our operations or the imposition of civil or criminal penalties.

SecureTech’s future data center operations will be subject to the typical hazards associated with high-voltage electricity transmission and the supply of utilities to company facilities at an industrial scale. These hazards include explosions, fires, inclement weather, natural disasters, flooding, mechanical failure, unscheduled downtime, equipment interruptions, remediation, chemical spills, and discharges or releases of toxic or hazardous substances or gases, among other environmental risks. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment, and environmental damage. They may also result in the suspension of operations and the imposition of civil or criminal penalties, any of which could have a material adverse effect on SecureTech’s overall business, results of operations, and financial condition. Ultimately, we may have to discontinue all such operations, which could result in a partial or complete loss of your investment.

Risks Related to Market for Our Common Stock

Investing in SecureTech is a risky investment and could result in the loss of your entire investment.

Purchasing shares in SecureTech is speculative in nature and involves significant risks. Our shares should not be purchased by anyone who cannot afford to lose their entire investment. SecureTech’s business plan and objectives are speculative, and we may not achieve them successfully. Shareholders in SecureTech may be unable to realize a substantial return on their investment or any return whatsoever, potentially losing their entire investment. Therefore, each prospective investor should read this

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Annual Report on Form 10-K and all of its exhibits carefully and consult with their attorney, business advisor, and/or investment advisor.

Even though our common stock is listed on the OTC Pink Tier of the OTC Markets Group, Inc., an active trading market for shares of our common stock has yet to develop and may never develop. In the event a market does develop in the future, such future market prices for our shares may be volatile.

Our common stock trades under the symbol “SCTH” on the OTC Pink Tier of the OTC Markets Group, Inc. (“OTC Pink”), but an active trading market has yet to develop. We can offer no assurances that an active trading market will ever develop for shares of our common stock.

Further, if an active market does develop for shares of our common stock, the market price for our shares may be highly volatile and subject to wide fluctuations in response to various factors, including:

•		our failure to meet the expectations of the investment community or our estimates of our future results of operations;

•		industry trends and the business success of our customers;

•		loss of one or more key customers;

•		strategic moves by our competitors, such as product or service announcements or acquisitions;

•		regulatory developments;

•		litigation;

•		general economic conditions;

•		other domestic and international macroeconomic factors unrelated to our performance; and

•		any of the other previously noted risk factors.

Moreover, the OTC Pink marketplace is not a recognized stock exchange. Trading of securities on the OTC Pink is often more sporadic and volatile than trading securities listed on a quotation system such as NASDAQ or a stock exchange such as NYSE. We can offer no assurances that shares of our common stock will ever obtain a listing on a recognized stock exchange such as OTCQB, OTCQX, NASDAQ, or NYSE.

If an active trading market never develops, your investment in our common stock would remain very illiquid, and you may not be able to get your original investment returned, much less realize a profit.

We do not intend to pay any dividends on our common stock, so there are limited ways to profit from an investment in SecureTech Innovations, Inc.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. If we seek additional funding in the future, our future funding sources may likely prohibit us from paying any dividends. Because we do not intend to declare dividends, any gain on an investment in our shares of common stock will need to come through the appreciation of our common stock’s share price. We cannot guarantee that our common stock will ever appreciate in value, and even if it does, there is no assurance that you will be able to sell your shares at all, much less for a profit.

We have certain anti-takeover provisions and may issue additional securities, including common and preferred shares, without shareholder consent. This may make it difficult, if not impossible, to replace or remove our current management and could also result in significant dilution to existing investments in our common stock.

Our Articles of Incorporation, as amended, authorize the issuance of up to 500 million shares of common stock and up to 50 million shares of blank check preferred stock with such rights and preferences as may be determined by our Board of Directors.

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Our Board of Directors may, without requiring shareholder approval, issue shares of preferred stock with dividends, liquidation, conversion, voting, or other rights that could supersede or adversely affect the voting power or other rights of the holders of our common stock. The ability of our Board of Directors to issue shares of common stock and/or preferred stock may prevent any shareholder attempt to replace or remove current management and could make it extremely difficult for a third party to acquire us, even if doing so would benefit our stockholders. Additionally, the issuance of additional common stock or preferred stock in the future may significantly reduce your proportionate ownership and voting power.

It is important to note that, as of March 31, 2025, we could issue up to an additional 464,690,671 shares of common stock without shareholder consent.

We are subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.

The Securities and Exchange Commission has adopted Rule 15g-9, which establishes the definition of a "penny stock," for our purposes, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

•		that a broker or dealer approve a person's account for transactions in penny stocks; and

•		the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

•		obtain financial information, investment experience, and investment objectives of the person; and

•		make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

•		sets forth the basis on which the broker or dealer made the suitability determination; and

•		confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to sell shares of our common stock and/or cause a decline in the market value of our stock.

Disclosure must also be made about the risks of investing in penny stocks in both public offerings and secondary trading, including commissions payable to both the broker-dealer and the registered representative, current quotations for the securities, and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Our common stock is presently deemed a “penny stock.” The continued application of the “penny stock” rules to our common stock could continue to restrict trading and liquidity, adversely affect the market price, or increase the transaction costs related to our common stock.

Sales of our common stock under Rule 144 could reduce our stock price.

From time to time, certain of our stockholders may be eligible to sell some or all of their shares of our common stock through ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement (which disappears after one year). Affiliates may sell after six months subject to Rule 144 volume, manner of sale, current public information, and notice requirements.

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As of March 31, 2025, we had 35,309,329 shares of our common stock issued and outstanding. Of these shares currently issued and outstanding:

•		15,531,226 are freely tradable without restrictions (commonly referred to as the “public float”);

•		17,920,210 held by affiliates and are subject to the restrictions and sale limitations imposed by Rule 144; and

•		1,857,893 held by non-affiliates and are subject to the restrictions and sale limitations imposed by Rule 144.

The eventual availability for sale of substantial amounts of our common stock under Rule 144 could adversely affect the then-prevailing market prices for our securities and cause you to lose most, if not all, of your investment in our business.

Because we are not subject to compliance with rules requiring the adoption of specific corporate governance measures, our shareholders have limited protections against interested director transactions, conflicts of interest, and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and NYSE AMEX Equities exchanges, and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. We have not yet adopted these measures because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with such compliance any sooner than necessary.

Furthermore, we do not currently have independent audit or compensation committees. As a result, our Board of Directors has the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest, and similar matters. This may cause investors to be reluctant to provide us with the funds necessary to expand our operations.

As an issuer of “penny stock,” the protection provided by the federal securities laws relating to forward-looking statements does not apply to us.

Although federal securities law provides a safe harbor for forward-looking statements made by a public company that files periodic reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we remain a penny stock, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect. This could result in potential litigation or regulatory actions taken against us, having a material adverse effect on our business and financial condition.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Board Oversight: SecureTech’s Board of Directors actively oversees risks, including cybersecurity threats, as part of its risk management function. However, there are no dedicated processes or committees specifically informing the Board of these risks. Given our company’s size and current operations, we consider the risk of significant cybersecurity incidents minimal.

Current Processes: We believe we have adequate processes and systems to maintain the confidentiality of our communications and records. Given our current sales level and small number of employees, we do not perceive cybersecurity threats as a material risk at this time. However, SecureTech lacks formal processes for assessing, identifying, and managing cybersecurity risks directly or through third-party service providers. Additionally, we have not engaged any assessors, consultants, auditors, or other third parties regarding cybersecurity matters.

Incident History: As of March 31, 2025, we have not encountered any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business, results of operations, or financial condition. Nevertheless, we acknowledge that completely eliminating risk is challenging, and undetected incidents may still occur.

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Item 2. Properties

Our principal executive offices are located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113. For the time being, we lease this space for $566 per month on a month-to-month basis.

We do not hold ownership or leasehold interest in any other property or equipment.

Item 3. Legal Proceedings

Past Legal Proceedings: During the past ten years, no director, nominee for director, executive officer, or promoter of SecureTech has been involved in any legal proceeding that requires disclosure here.

Potential Legal Proceedings: From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is inherently unpredictable, and the ultimate outcome cannot be forecasted. Any adverse result in these or other legal matters could harm our business. Currently, we are not a party to any claim or litigation.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities

Our common stock is not listed on any securities exchange, and is quoted on the OTC Pink marketplace under the symbol “SCTH.” Because our common stock is not listed on a securities exchange and its quotations on OTC Pink are limited and sporadic, there is currently no established public trading market for our common stock.

The following table reflects the high and low closing sales information for our common stock for the past two fiscal years and through the date of this Annual Report. This information was obtained from OTC Pink and reflects inter-dealer prices without retail mark-up, mark-down, or commission and may not necessarily represent actual transactions.

Our common stock's most recent closing price was $3.35 a share on March 26, 2025.

	COMMON STOCK
	MARKET PRICE
	HIGH		LOW
Year Ended December 31, 2023
First Quarter	$	3.95	$	2.15
Second Quarter	$	5.00	$	0.80
Third Quarter	$	0.80	$	0.70
Fourth Quarter	$	0.70	$	0.51

Year Ending December 31, 2024
First Quarter	$	0.25	$	0.25
Second Quarter	$	1.00	$	0.02
Third Quarter	$	1.00	$	0.41
Fourth Quarter	$	1.00	$	0.41

Year Ending December 31, 2025
First Quarter (Through March 26, 2025)	$	5.00	$	0.52

Holders of Record

As of March 31, 2025, we had 35,309,329 shares of our common stock issued and outstanding held by approximately 170 stockholders of record.

Dividend Policy

We have never declared or paid cash dividends. We currently intend to retain all future earnings for our business's operation and expansion and do not anticipate paying cash dividends on the common stock in the foreseeable future. Any payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our results of operations, earnings, capital requirements, contractual restrictions, and other factors deemed relevant by our directors.

Penny Stock Regulations and Restrictions on Marketability

•		that a broker or dealer approve a person's account for transactions in penny stocks; and

•		the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

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•		obtain financial information, investment experience, and investment objectives of the person; and

•		make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

•		sets forth the basis on which the broker or dealer made the suitability determination; and

•		confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Common Stock

Our Articles of Incorporation, as amended, authorizes us to issue up to 500,000,000 shares of common stock, $0.001 par value. Each holder of our common stock is entitled to one (1) vote for each share held of record on all voting matters we present for a vote of stockholders, including the election of directors. Holders of common stock have no cumulative voting rights or preemptive rights to purchase or subscribe for any stock or other securities. There are no conversion rights, redemption, or sinking fund provisions with respect to our common stock. All shares of our common stock are entitled to share equally in dividends from sources legally available when, and if, declared by our Board of Directors.

Our Board of Directors is authorized to issue additional shares of common stock not to exceed the amount authorized by the Articles of Incorporation on such terms and conditions and for such consideration as the Board may deem appropriate without further stockholder action.

In the event of our liquidation or dissolution, all shares of our common stock are entitled to share equally in our assets available for distribution to stockholders. However, the rights, preferences, and privileges of the holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of preferred stock that our Board of Directors may decide to issue in the future.

As of March 31, 2025, we had 35,309,329 shares of common stock issued and outstanding.

Preferred Stock

Our Articles of Incorporation, as amended, authorizes us to issue up to 50,000,000 shares of preferred stock, $0.001 par value. Our Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and sinking fund terms. We believe that the Board of Directors’ power to set the terms of, and our ability to issue, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future. However, the issuance of preferred stock could adversely affect the voting power of holders of common stock and decrease the amount of any liquidation distribution to such holders. The presence of outstanding preferred stock could also have the effect of delaying, deterring, or preventing a change in control of our company.

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Series A Preferred Stock

On May 31, 2023, SecureTech’s Board of Directors created a new class of preferred stock designated as Series A Preferred Stock, $0.001 par value. SecureTech may issue up to 250,000 shares of Series A Preferred Stock with the following terms, rights, and privileges:

Designation and Amount		This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to two-hundred fifty thousand (250,000) shares of this Preferred Stock.

Rank		The Preferred Stock shall rank superior to SecureTech’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 SecureTech’s Board of Directors. If a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully diluted, pro-rata basis with the other classes of stock participating in said dividend.

Voting Rights		Holders of the Preferred Stock shall have the right to vote on all matters with holders of common stock (and other eligible classes of preferred stock, if any) by aggregating votes into one (1) voting class of stock. Each share of Preferred Stock shall have ten thousand (10,000) votes for any election or other voting matter placed before the shareholders of SecureTech, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter.

Redemption by SecureTech		After a minimum period of one (1) year from the date of issue SecureTech may, at its sole discretion, redeem some or all of the Preferred Stock in either cash (the then market value), SecureTech’s common stock at a fixed ratio of ten thousand (10,000) shares of common stock for each share of Preferred Stock redeemed, or a combination thereof.

During the fiscal years ended December 31, 2024 and 2023, SecureTech issued 10,200 and 3,200, respectively, Series A Preferred Stock shares pursuant to Share Exchange Agreements with common stockholders.

As of March 31, 2025, SecureTech had one class of preferred stock, Series A Preferred Stock, and 17,710 shares of it issued and outstanding.

Share Purchase Warrants

As of December 31, 2024, and March 31, 2025, we had no issued or outstanding stock purchase warrants.

Options

As of December 31, 2024, and March 31, 2025, we had no outstanding options to purchase shares of our stock.

Convertible Securities

As of December 31, 2024, and March 31, 2025, we had no convertible or derivative securities issued or outstanding.

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Shares Eligible for Future Sale

As of March 31, 2025, we had 35,309,329 shares of our common stock issued and outstanding. Of these shares currently issued and outstanding:

•		15,531,226 are freely tradable without restrictions (commonly referred to as the “public float”);

•		17,920,210 held by affiliates and are subject to the restrictions and sale limitations imposed by Rule 144; and

•		1,857,893 held by non-affiliates and are subject to the restrictions and sale limitations imposed by Rule 144.

Securities Authorized for Issuance Under Equity Compensation Plans

As of March 31, 2025, we did not have any authorized Equity Compensation Plans.

Transfer Agent

Globex Transfer, LLC

780 Deltona Blvd., Ste. 201

Deltona, FL 32725

(813) 344-4490 Phone

(386) 267-3124 Fax

www.globextransfer.com

Recent Sales of Unregistered Securities

Set forth below is information regarding the issuance and sales of securities without registration between January 1, 2022 through March 31, 2025.

On February 17, 2022, SecureTech canceled an aggregate of 1,700,000 shares of its common stock.

Between May 23, 2022 and June 30, 2022, SecureTech issued 113,500 shares of its common stock, $0.001 par value, to 21 investors in exchange for $113,500 in cash or $1.00 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On August 28, 2022, a Warrant holder exercised 6,000 of his $0.50 Stock Purchase Warrants into 6,000 shares of SecureTech’s common stock. For this warrant exercise, the Warrant holder paid $3,000, or $0.50 a share.

On September 28, 2022, SecureTech issued 7,716 shares of its common stock, $0.001 par value, to two investors in exchange for $13,503 in cash, or $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities

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in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

Between October 10, 2022 and December 30, 2022, SecureTech issued 75,569 shares of its common stock, $0.001 par value, to seven investors in exchange for $101,995.75 in cash, or about $1.35 per Share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On February 27, 2023, SecureTech issued 11,428 shares of its common stock, $0.001 par value, to one investor in exchange for $20,000 in cash, or about $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On May 31, 2023, SecureTech canceled 25,000,000 shares of its outstanding common stock held by a related party in exchange for the issuance of 2,500 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s Share Reduction Plan. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On July 10, 2023, SecureTech canceled an aggregate of 7,000,000 shares of its outstanding common stock held by three stockholders in exchange for the issuance of an aggregate of 700 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s ongoing Share Reduction Plan. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On August 8, 2023, SecureTech issued an aggregate of 5,714 shares of its common stock, $0.001 par value, to two investors in exchange for $10,000 in cash, or $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On September 5, 2023, SecureTech issued 3,428 shares of its common stock, $0.001 par value, to an investor in exchange for $6,000 in cash, or $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On November 18, 2023, SecureTech issued 3,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,250 in cash, or $1.75 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipient of securities in this transaction acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

On January 16, 2024, SecureTech canceled 1,795,774 shares of its outstanding common stock held by a shareholder in exchange for the issuance of 200 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s Share Reduction Plan. SecureTech recorded a $51,057 loss in conjunction with this transaction due to the issuance of additional Series

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A Preferred Shares based on the market’s closing price of $0.25 a share of SecureTech’s common stock on the date of the issuance. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.

On April 19, 2024, SecureTech issued 5,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,000 in cash, or $1.00 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.

On May 7, 2024, SecureTech issued 5,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,000 in cash, or $1.00 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.

On October 23, 2024, SecureTech entered into an agreement converting $50,000 in past due accounts payable to a related party into a non-interest-bearing $50,000 convertible promissory note maturing on April 23, 2025. Subsequently, on October 24, 2024, the note holder converted the outstanding $50,000 convertible promissory note into 100,000,000 shares of SecureTech’s common stock, $0.001 par value. Following this note conversion, on October 25, 2024, SecureTech and the original note holder signed a Share Exchange Agreement in which 100,000,000 shares of SecureTech's common stock were exchanged for 10,000 shares of its Series A Preferred Stock, $0.001 par value. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.

On November 18, 2024, SecureTech issued 10,000 shares of its common stock, $0.001 par value, to an investor in exchange for $5,000 in cash, or $0.50 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.

On January 14, 2025, SecureTech issued 322,448 shares of its common stock, with a par value of $0.001 per share, as an alternative to cash payments. These shares were used to settle outstanding accrued payroll and commissions owed to employees and independent sales representatives. The common stock was valued at $1.00 per share. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution. Appropriate legends were affixed to the securities issued in these transactions.

On February 14, 2025, SecureTech canceled an aggregate of 43,100,000 shares of its outstanding common stock held by four stockholders in exchange for the issuance of an aggregate of 4,310 shares of Series A Preferred Stock. This stock exchange was conducted pursuant to SecureTech’s ongoing Share Reduction Plan. The offers, sales, and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of securities in these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

During each month within the fourth quarter of the fiscal year ended December 31, 2024, neither we nor any “affiliated purchaser,” as that term is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our common stock or other securities.

Item 6. [Reserved]

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements, related notes, and other information included in this Annual Report on Form 10-K. This discussion contains forward-looking statements based on current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to various factors, including those outlined under the cautionary note regarding “Forward-Looking Statements” contained in this Annual Report. Additionally, please refer to the “Risk Factors” section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements in the following discussion and analysis.

SecureTech is an innovative company at the forefront of developing and marketing security and safety devices, products, and technologies – our products preserve life, protect property, and prevent crime. SecureTech is the maker of Top Kontrol^®, the only anti-theft and anti-carjacking system known that can safely stop a carjacking without any action by the driver. Through its Piranha Blockchain subsidiary, SecureTech is pioneering cutting-edge cybersecurity and Web3 technologies and platforms.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to evaluate our performance. We are a small business with a limited operating history. We cannot guarantee success in our business operations. Our business faces inherent risks in establishing a new enterprise, including limited capital resources and potential cost overruns in marketing, administrative expenses, accounting and audit fees, and legal fees related to filings and regulatory compliance.

As of December 31, 2024, we had incurred ($1,714,568) in losses since our inception on March 2, 2017. We have not achieved profitability and expect to continue incurring net losses in future fiscal periods. We anticipate significant operating expenses and, consequently, need to generate substantial revenues to achieve profitability, which may never occur. Even if we achieve profitability, sustaining or increasing profitability on an ongoing basis may be challenging, potentially leading to business failure.

To become profitable and competitive, we must successfully innovate and develop new products, technologies, and services that the market will accept. We anticipate continuing to rely on equity sales of our common stock to fund our operations until we generate sufficient revenues to cover our operating expenses, which may never happen. Issuing additional shares will dilute our existing stockholders. There is no assurance that we can make further sales of our equity securities or arrange for debt or other financing to fund our planned business activities. We may also rely on loans from management or significant shareholders, but there are no assurances that they will provide additional funds in the future.

We are continually exploring new financing sources to meet our need for additional cash, including raising funds through equity sales and loans. We cannot assure you that our efforts to secure additional financing will be successful. There is no guarantee that future funding will be available on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Additionally, future equity financing could result in substantial dilution to existing shareholders.

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Results of Operations

Comparison of the Fiscal Years Ended December 31, 2024 and 2023

The following table sets forth the results of our operations for the fiscal years ended December 31, 2024 and 2023.

		Fiscal Years Ended December 31,
		2024		2023
Sales	$	14,235	$	48,024
Cost of goods sold		(3,421)		(12,429)
Gross profit		10,814		35,595
Operating expenses		(414,400)		(403,859)
Loss from operations		(403,586)		(368,264)
Other income (expense)		(5,854)		(206)
Net loss	$	(409,440)	$	(368,470)

Sales

Sales for the fiscal year ended December 31, 2024, amounted to $14,235, compared to $48,024 for the same period in 2023. This represents a decrease of ($33,789), or (70.4%). The decline in overall sales can be attributed to potential customers postponing purchases in anticipation of the upcoming release of the next-generation Top Kontrol product line.

Cost of Goods Sold

Our cost of goods sold primarily includes the purchasing of components and circuitry from various vendors, followed by production at third-party contract manufacturing facilities. The final assembly is conducted at our headquarters in Minnesota. For the fiscal year ended December 31, 2024, the cost of goods sold was $3,421, compared to $12,429 for the same period in 2023. As a percentage of overall sales, the cost of goods sold was 24.0% in 2024, compared to 25.9% in the previous fiscal year.

Gross Profit

Gross profit for the fiscal year ended December 31, 2024, was $10,814, compared to $35,595 for the same period in 2023. The gross profit margin was 76.0% in 2024, compared to 74.1% for the previous fiscal year.

Operating Expenses

			Fiscal Years Ended December 31,
			2024		2023
Operating expenses:
	General and administrative	$	414,400	$	395,358
	Research and development		-		8,501
	Operating expenses	$	414,400	$	403,859

For the fiscal year ended December 31, 2024, our operating expenses were composed of general and administrative expenses, as well as research and development expenses. Total operating expenses amounted to $414,400, compared to $403,859 for the prior year, reflecting an increase of $10,541, or 2.6%. Higher expenses related to compensation were the primary factor for this increase.

Loss From Operations

As a result of the foregoing, our loss from operations was ($403,586) for the fiscal year ended December 31, 2024, compared to ($368,264) for the same period in 2023. This represents an increase of $35,322, or 2.6%. Higher expenses related to compensation were the primary factor for this increase.

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Other Income (Expense)

Our other income (expense) includes bank interest received on cash deposits, cashback rewards from a bank credit card, and finance charges on outstanding balances on our bank credit card. For the fiscal year ended December 31, 2024, we incurred ($5,854) in other income (expense), compared to ($206) for the same period in 2023.

Net Loss

As a result, our net loss for the fiscal year ended December 31, 2024, was ($409,440), compared to ($368,470) for the same period in 2023. This represents an increase of $40,970, or 11.1%. Higher expenses related to compensation were the primary factor for this increase.

Total Stockholders’ Equity (Deficit).

Our stockholders’ deficit was ($440,042) as of December 31, 2024.

Liquidity and Capital Resources

Our principal liquidity demands relate to our efforts to generate sales, manufacture inventory, and cover expenditures related to sales, regulatory compliance, and general corporate purposes. We intend to meet our liquidity needs, including capital expenditures for manufacturing inventory and business expansion, primarily through cash flow from operations and sales of our securities.

As of December 31, 2024, we had a cashback revolving credit line of $15,000, with an outstanding balance of $14,956. Under the terms of this credit line, SecureTech receives 1.5% cashback on all purchases made through it. Management aims to put as many ordinary operating expenses as possible through this credit line to reduce operating expenses passively.

We primarily rely on equity sales of our common stock to fund our operations until we generate sufficient revenue to cover operating expenses, which may never happen. Issuing additional shares will dilute our existing stockholders. There is no assurance we can make further sales of our equity securities or arrange for debt or other financing to fund planned business activities. We may also rely on loans from management or significant shareholders, but there are no assurances they will provide additional funds in the future.

We are continually exploring new financing sources to meet our need for additional cash, including raising funds through equity sales and loans. We cannot assure you that our efforts to secure additional financing will be successful or that future funding will be available on acceptable terms. If financing is unavailable on satisfactory terms, we may be unable to continue, develop, or expand our operations. Additionally, future equity financing could result in substantial dilution to existing shareholders.

The following is a summary of cash provided by or used in each of the indicated types of activities during the fiscal years ended December 31, 2024 and 2023:

		Fiscal Years Ended December 31,
		2024	2023
Cash provided by (used in):
	Operating activities	($60,598)	($173,581)
	Financing activities	$54,611	$41,250

Net cash used in operating activities during the fiscal year ended December 31, 2024, was ($60,598), representing an increase of $112,983, or 65.1%, from ($173,581) during the same period in 2023. This increase in cash used by operating activities was primarily driven by lower research and development expenses and decreased office rent and related operating expenses.

Net cash provided by financing activities was $54,611, an increase of $13,361, or 32.4%, from $41,250 during the same period in 2023. During the fiscal year ended December 31, 2024, we issued an aggregate of 20,000 shares of our common stock in exchange for an aggregate of $15,000 in cash, or approximately $0.75 per share. In comparison, during the same period in 2023, we sold an aggregate of 23,570 shares for $41,250 in cash, or about $1.75 per share.

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Ongoing and Future Capital Funding Efforts

As of March 31, 2025, SecureTech was planning a Regulation A+ registered securities offering. The funds generated from this offering will be used for general working capital and to close pending strategic acquisitions. SecureTech can give no assurances that this planned Regulation A+ offering will generate sufficient capital to facilitate its 2025 capital expenditures.

Going Concern Consideration

Our independent registered public accounting firm issued a going concern opinion in their audit report dated March 31, 2025. This report is included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025. This opinion indicates that our auditors believe there is substantial doubt about our ability to continue as an ongoing business for the next 12 months.

Off-Balance Sheet Operations

As of December 31, 2024, we had no off-balance sheet activities or operations.

Critical Accounting Policies

Use of Estimates

The accompanying financial statements of SecureTech have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities depends on future events, the preparation of financial statements for a period necessarily involves the use of estimates made using careful judgment. Actual results may vary from these estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, SecureTech considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2024 and 2023, 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

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is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell.

Net Loss per Share Calculation

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. SecureTech excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because SecureTech recorded a loss for the fiscal years ended December 31, 2024 and 2023.

Revenue Recognition

Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers.

SecureTech’s primary source of revenue is from the sale of our Top Kontrol product.

Because of this professional installation requirement, SecureTech generally sells its products to and through Certified Top Kontrol Technicians and Authorized Dealers. When SecureTech sells directly to the end user, product installation still must be performed by authorized SecureTech personnel.

Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied. Revenue is recorded net of marketing allowances, volume discounts, and other forms of variable consideration. Generally, this occurs with the transfer of control of our product to the customer and payment has been received. SecureTech does not offer terms or credit to any of its customers.

Revenue Recognition; ASC 606 Five-Step Model

Under ASC 606, SecureTech recognizes revenue from the sale of service contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue Recognition; General Right of Return

Customers are allowed to return goods that are defective (warranty returns). In some instances, customers may be allowed to return a limited number of units for periodic stock adjustment returns. Such stock adjustment returns would be limited to no more than 5% of their total units sold.

As is standard in the industry, we only will accept returns from active customers. If a customer ceases doing business with us, we have no further obligation to accept additional product returns from that customer.

Income Taxes

SecureTech accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

SecureTech maintains a valuation allowance with respect to deferred tax assets. SecureTech establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration SecureTech’s financial

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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

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 requires disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker (CODM) and included within each reported measure of segment profit or loss. The update also requires disclosure regarding the CODM and expands the interim segment disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The adoption of ASU 2023-07 did not have a material impact on SecureTech’s consolidated financial statements.

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 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

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Item 8. Financial Statements and Supplementary Data

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Item	Page

Report of Independent Registered Public Accounting Fi r m (M&K CPAS, Firm ID 2738)	38

Consolidated Balance Sheet s as of December 31, 20 2 4 and 20 2 3	40

Consolidated Statement s of Operations for the fis c al years ended December 31, 20 2 4 and 20 2 3	41

Consolidated S tatement of Stockholders’ Equit y (Deficit) from December 31, 20 2 2 to December 31, 202 4	42

Consolidated Statement s of Cash Flows for the fiscal year s ended December 31, 20 2 4 and 20 2 3	43

Notes to the Financial Statements	44

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of SecureTech Innovations, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of SecureTech Innovations, Inc. (the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered net losses from operations and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are discussed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated

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financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern

As discussed in Note 2 to the consolidated financial statement, the Company had a going concern due to continual losses from operations and an accumulated deficit.

Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

To evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with management’s plans to mitigate the going concern and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

M&K CPAS, PLLC

We have served as the Company’s auditor since 2018.

The Woodlands, TX

March 31, 2025

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SECURETECH INNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS

ASSETS


	December 31,
	2024		2023
Current assets:
Cash and equivalents	$	—	$	5,987
Inventories		—		13,656
Deposits		1,114		1,088
Total current assets		1,114		20,731

Property and equipment, net	$	2,503	$	3,486

Total assets:	$	3,617	$	24,217

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	14,205		$	5,879
Accounts payable, related party		50,978			40,000
Accrued payroll, related party		322,448			112,328
Bank overdraft		346			—
Credit cards payable		14,956			14,564
Notes payable, related party		39,611			—
Taxes payable		1,115			317
Total current liabilities	$	443,659		$	173,088

Total liabilities	$	443,659		$	173,088

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 50,000,000 shares authorized; 13,400 and 3,200 shares issued and outstanding, respectively		13			3
Common stock, $0.001 par value, 500,000,000 shares authorized; 78,086,881 and 79,862,655 shares issued and outstanding, respectively		78,087			79,863
Additional paid-in capital		1,196,426			1,076,391
Accumulated deficit		(1,714,568	)		(1,305,128	)

Total stockholders’ equity (deficit)	$	(440,042	)	$	(148,871	)

Total liabilities and stockholders’ equity (deficit)	$	3,617		$	24,217

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


	For the fiscal year ended December 31,
	2024			2023

Revenues:
Sales	$	14,235		$	48,024
Cost of goods sold		3,421			12,429
Gross profit		10,814			35,595

Expenses:
General and administrative	$	414,400		$	395,358
Research and development		—			8,501
Total operating expenses		414,400			403,859

(Loss) from operations	$	(403,586	)	$	(368,264	)

Other income (expense)	$	(5,854	)	$	(206	)

Provision for income taxes	$	—		$	—

Net (loss)	$	(409,440	)	$	(368,470	)

Loss per share, basic and diluted	$	(0.01	)	$	(0.00	)

Weighted average number of common shares outstanding, basic and diluted		78,148,402			93,857,961

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


	For the fiscal year ended December 31,
	2024				2023
Cash flows from operating activities:
Net (loss)		$	(409,440	)		$	(368,470	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation			983				984
Stock compensation, related party			51,057				—
Imputed interest			2,212				—
Patent royalty expense			—				2,929
Changes in operating assets and liabilities:
Decrease (increase) in inventories			13,656				13,893
Increase (decrease) in accounts payable			8,326				4,314
Increase (decrease) in accounts payable, related party			60,978				40,000
Increase (decrease) in credit cards payable			392				1,370
Increase (decrease) in accrued payroll			210,120				106,649
Decrease (increase) in deposits			(26	)			29,586
Increase (decrease) in taxes payable			798				(4,836	)
Increase (decrease) in bank overdraft			346				—

Net cash used in operating activities			(60,598	)			(173,581	)

Cash flows from financing activities:
Issuance of common stock for cash		$	15,000			$	41,250
Increase in notes payable, related party			39,611				—
Net cash provided by financing activities		$	54,611			$	41,250

Net increase (decrease) in cash			(5,987	)			(132,331	)

Cash – beginning of period			5,987				138,318

Cash – end of period		$	—			$	5,987

Cash paid for interest		$	4,026			$	2,241

Non-cash financing activities:
Settlement of accounts payable, related party			50,000				—
Exchange of common shares for preferred shares, related party			101,796				25,000
Exchange of common shares for preferred shares, unrelated			—				7,000

The accompanying notes to the financial statements are an integral part of these statements.

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SECURETECH INNOVATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2024

NOTE 1 – Summary of Significant Accounting Policies

Organization

SecureTech Innovations, Inc. (“Company” or “SecureTech”) was incorporated under the laws of the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. The Company amended its Articles of Incorporation on December 20, 2017, to change its name to SecureTech Innovations, Inc. On November 19, 2021 and November 25, 2021, SecureTech incorporated wholly-owned subsidiaries Piranha Blockchain, Inc. under the laws of the State of Wyoming and Piranha Blockchain, Ltd. under the International Business Company (IBC) laws of Anguilla, British West Indies, respectively (collectively, “Piranha”).

SecureTech Innovations, Inc. is a pioneering innovator in blockchain, Web3, and cybersecurity technologies. Through its Piranha Blockchain subsidiary, it is developing cutting-edge technologies and platforms to securely store and transfer digital assets and enhance online privacy and user protection. Additionally, SecureTech is known for its groundbreaking safety device, Top Kontrol®, an advanced anti-theft and anti-carjacking system designed to preserve life and protect property.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) for financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments that are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the fiscal periods ended December 31, 2024, and 2023.

Use of Estimates

The accompanying financial statements of the Company 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 depends on future events, the preparation of financial statements for a period necessarily involves the use of estimates made using careful judgment. Actual results may vary from these estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2024 and 2023, the Company had no cash equivalents.

Fair Value of Financial Instruments

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Level		Description

Level 1		Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2		Applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3		Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Inventory and Cost of Sales

Inventories are stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell.

Deposits

Refundable deposits are carried on the Company’s balance sheet at their fair market refundable value under current assets.

Net Loss per Share Calculation

Property and Equipment and Depreciation

Property and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives in years as follows:


Computer software and equipment	2	-	15
Furniture, fixtures, and equipment	3	-	10
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 $983 and $984 for the fiscal years ended December 31, 2024 and 2023, respectively. Cumulative depreciation for each asset class is as follows:

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	December 31,
	2024			2023
Computer software and equipment	$	4,916		$	4,916
Furniture, fixtures, and equipment		—			—
Leasehold improvements		—			—
Accumulated depreciation		(2,413	)		(1,430	)
	$	2,503		$	3,486

Revenue Recognition

The Company’s primary source of revenue is from the sale of our Top Kontrol product.

Top Kontrol requires installation by a Certified Top Kontrol Technician. To become a Certified Top Kontrol Technician, an automotive technician must complete a free online course through the Top Kontrol website (www.topkontrol.com). Failure to have Top Kontrol installed by a Certified Top Kontrol Technician voids the product’s limited liability warranty. Top Kontrol’s warranty allows the Company to repair or replace any defective Top Kontrol parts – in either materials or workmanship – for up to six months from the original date of purchase.

Because of this professional installation requirement, the Company sells its products to and through Authorized Dealers and independent Certified Top Kontrol Technicians. When the Company sells directly to the end-user, product installation must be performed by authorized Company personnel or a third-party Certified Top Kontrol Technician to avoid voiding the Top Kontrol limited liability warranty.

Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied. Revenue is recorded net of marketing allowances, volume discounts, and other forms of variable consideration. Generally, this occurs with the transfer of control of our product to the customer and payment has been received. The Company does not offer terms or credit to any of its customers.

Revenue Recognition; ASC 606 Five-Step Model

Under ASC 606, the Company recognizes revenue from the sale of service contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Revenue Recognition; General Right of Return

Revenue Recognition; Concentration

As of December 31, 2023, the Company had two customers who are Authorized Dealers, each comprised in excess of 10% of the Company’s overall revenue. In aggregate, these two dealers represented 54.3% of the Company’s revenue for the fiscal year ended December 31, 2023.

As of December 31, 2024, the Company had three customers who are Authorized Dealers, each comprised in excess of 10% of the Company’s overall revenue. In aggregate, these three dealers represented 90.5% of the Company’s revenue for the fiscal year ended December 31, 2024.

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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

The accompanying consolidated financial statements include the accounts of the following majority-owned subsidiaries in December 31, 2024:

Subsidiary	Percentage Owned

Piranha Blockchain, Inc.		100.0	%
Piranha Blockchain, Ltd.		100.0	%

Advertising Costs

The Company's advertising costs consist primarily of digital and Internet marketing. Advertising costs are expensed as incurred. Advertising costs totaled $7,485 and $43,419 for the fiscal years ended December 31, 2024, and 2023, respectively.

Fiscal Year

The Company elected December 31st for its fiscal year-end.

Reclassification

Certain prior period amounts have been reclassified to align with the current financial statement presentation for comparative purposes. These reclassifications had no material effect on the previously issued financial statements.

Recent Accounting Pronouncements

There are various updates recently issued, most of which represent technical corrections to the accounting literature or application to specific industries and are not expected to have a material impact on the Company’s financial position, results of operations, or cash flows.

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NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements during the fiscal year ended December 31, 2024, the Company has not established a source of revenues sufficient to cover its operating costs. As such, it has incurred an operating loss since its inception. Further, as of December 31, 2024, the Company had an accumulated deficit of ($1,714,568). These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s existence depends on management’s ability to develop profitable operations and obtain additional financing sources. There can be no assurance that the Company’s financing efforts will result in profitable operations or resolve the Company’s liquidity problems. The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

NOTE 3 – INVENTORIES

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.

On December 31, 2024, the company recorded an impairment charge of $10,234 for obsolete inventory.

The following table summarizes the Company’s inventories as of December 31, 2024 and 2023:


	December 31,
	2024		2023
Inventories:
Raw materials and work-in-progress	$	—	$	1,925
Finished goods		—		11,731
Gross inventories		—		13,656
Inventory valuation reserves		—		—
Inventories, net	$	—	$	13,656

NOTE 4 – INCOME TAXES

The provision (benefit) for income taxes for the years ended December 31, 2024 and 2023 were as follows, assuming a 21% effective tax rate:


	For the fiscal year ended December 31,
	2024			2023
Current tax provision:
Federal
Taxable income	$	—		$	—

Total current tax provision	$	—		$	—

Deferred tax provision:
Federal
Loss carryforwards	$	360,059		$	274,077
Change in valuation allowance		(360,059	)		(274,077	)

Total deferred tax provision	$	—		$	—

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As of December 31, 2024, the Company had approximately $1,714,568 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2044.

The Company provided a valuation allowance equal to the deferred income tax assets for the period from March 2, 2017 (inception) to December 31, 2024, because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards.

The Company has no uncertain tax positions.

NOTE 5 – STOCKHOLDERS’ EQUITY

Preferred stock

The Company has authorized 50,000,000 shares of preferred stock, $0.001 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 250,000 shares of Series A Preferred Stock with the following terms, rights, and privileges:

Designation and Amount		This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to two-hundred fifty thousand (250,000) shares of this Preferred Stock.

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.

During the fiscal year ended December 31, 2023, the Company issued 3,200 Series A Preferred Stock shares pursuant to Share Exchange Agreements with four stockholders.

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During the fiscal year ended December 31, 2024, the Company issued 10,200 Series A Preferred Stock shares pursuant to Share Exchange Agreements with one related party stockholder.

As of December 31, 2024, the Company had one class of preferred stock, Series A Preferred Stock, and 13,400 shares of it issued and outstanding.

Common stock

The Company has authorized 500,000,000 shares of common stock, with a par value of $0.001 per share.

Share Issuances

During the fiscal ended December 31, 2023, the Company sold an aggregate of 23,570 shares of its common stock, $0.001 par value, in exchange for $41,250 in cash, or about $1.75 a share.

During the fiscal ended December 31, 2024, the Company sold an aggregate of 20,000 shares of its common stock, $0.001 par value, in exchange for $15,000 in cash, for an average price of about $0.75 a share.

Convertible Debt Conversion with Related Party

On October 23, 2024, the Company entered into an agreement converting $50,000 in past due accounts payable to a related party into a non-interest-bearing $50,000 convertible promissory note maturing on April 23, 2025.

Subsequently, on October 24, 2024, the note holder converted the outstanding $50,000 convertible promissory note into 100,000,000 shares of the Company’s common stock, $0.001 par value. Each share was valued at $0.0005 per share in accordance with the conversion terms of the convertible note agreement.

Following this note conversion, on October 25, 2024, the Company and the original note holder signed a Share Exchange Agreement in which 100,000,000 shares of the Company's common stock were exchanged for 10,000 shares of its Series A Preferred Stock, $0.001 par value. No gain or loss was recorded within the terms of these agreements.

Share Exchange and Cancellations

During the fiscal year ended December 31, 2023, the Company entered into a series of Share Exchange Agreements whereby it issued 3,200 shares of its Series A Preferred Stock in exchange for an aggregate of 32,000,000 shares of its common stock. Kao Lee, a co-founder of the Company, participated in this share exchange and tendered 25,000,000 shares of his common stock in exchange for 2,500 shares of Series A Preferred Stock. These share exchanges were part of the Company’s ongoing Share Reduction Program.

During the fiscal year ended December 31, 2024, the Company entered into two Share Exchange Agreements with a related party whereby it issued 10,200 shares of its Series A Preferred Stock in exchange for an aggregate of 101,795,774 shares of its common stock. These share exchanges were part of the Company’s ongoing Share Reduction Program. The Company recorded a $51,057 loss due to the issuance of additional Series A Preferred Shares based on the market’s closing price of $0.25 a share of the Company’s common stock on the date of the issuance.

All of the shares of common stock received in this stock exchange were subsequently canceled. No consideration was paid or received in connection to the share exchange.

As of December 31, 2024, the Company had 78,086,881 shares of common stock issued and outstanding.

NOTE 6 – WARRANTS

As of December 31, 2024 and 2023, the Company had no warrants issued or outstanding.

NOTE 7 – STOCK OPTIONS

As of December 31, 2024 and 2023, the Company had no stock options issued or outstanding.

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NOTE 8 – 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.

	December 31, 2024				December 31, 2023

Revenue from external customers		$	14,235			$	48,024

Reconciliation of revenue:
Less: Cost of goods sold			3,421				12,429
Segment gross profit		$	10,814			$	35,595

Less:
Salaries and payroll			261,177				159,832
Research and development			—				8,501
Other segment items⁽¹⁾			153,223				235,526
Segment net loss		$	(403,586	)		$	(368,264	)

Reconciliation of loss:
Other income (expense), net			(5,854	)			(206	)
Loss before income taxes		$	(409,440	)		$	(368,470	)

(1)Other segment items comprising segment net loss include depreciation and amortization expenses, professional fees, marketing expenses, occupancy expenses, travel expenses, and certain overhead expenses.

NOTE 9 – RELATED PARTY TRANSACTIONS

Founder’s Shares

On March 2, 2017, the Company issued an aggregate of 175,000,000 shares of its common stock, $0.001 par value, as Founder’s Shares with $-0- value.

Of these Founder’s Shares, 80,000,000 were issued to the Company’s officers, 75,000,000 to an entity controlled by one of the Company’s directors, and 20,000,000 to outside consultants who assisted with the Company’s formation and early organization.

Convertible Debt Conversion with Related Party

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Share Exchange and Cancellations

During the fiscal year ended December 31, 2023, the Company entered into a Share Exchange Agreement with one of its co-founders, Kao Lee, whereby it issued 2,500 shares of its Series A Preferred Stock in exchange for an aggregate of 25,000,000 shares of its common stock.

Accrued Payroll

As of December 31, 2024, the Company had aggregated $322,448 in related party accrued payroll, consisting of $311,812 in accrued payroll and $10,636 in accrued employer taxes.

As of December 31, 2023, the Company had aggregated $63,090 in related party accrued payroll, consisting of $58,500 in accrued payroll and $4,590 in accrued employer taxes.

Notes Payable and Imputed Interest

As of December 31, 2023, the Company had no outstanding notes payable to related parties or imputed interest expenses.

As of December 31, 2024, the Company had outstanding non-interest bearing notes payable to a related party aggregating $39,611. The Company recorded an imputed interest expense of $2,212 for the fiscal year ended December 31, 2024 on these notes outstanding with maturity dates ranging between October 13, 2024 and April 30, 2025. The related party has suspended the maturity dates without penalty until the Company is able to raise sufficient funds to satisfy these outstanding notes.

Patent Royalties

On March 2, 2017, SecureTech 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.

As of December 31, 2024, the Company had no accrued patent license royalties owed to ShongKawh.

NOTE 10 – CONTINGENCY/LEGAL

As of December 31, 2024, and during the past ten years, no director, person nominated to become a director, 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 ultimate 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.

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NOTE 11 – SUBSEQUENT EVENTS

Notes Payable, Related Party

Between January 1, 2025 and March 31, 2025, the Company borrowed an aggregate of $85,000 from Kao Lee, a related party. As of March 31, 2025, the Company has outstanding notes payable to Mr. Lee aggregating $124,611.

Notes Payable

On March 21, 2025, the Company borrowed $10,000 from an investor. This is a balloon note that carries a fixed interest rate of 10% and is payable in full (principal and interest) on March 21, 2026.

Accrued Payroll Reduction

On January 14, 2025, the Company issued 322,448 shares of its common stock, with a par value of $0.001 per share, as an alternative to cash payments to settle outstanding accrued payroll and commissions owed to employees and independent sales representatives. The common stock was valued at $1.00 per share.

Share Exchange and Cancellations

On February 14, 2025, four shareholders entered into Share Exchange Agreements whereby the Company issued 4,310 shares of its Series A Preferred Stock in exchange for 43,100,000 shares of its common stock. These shares of common stock were canceled and returned to the Company’s Treasury.

As of March 31, 2025, the Company had 35,309,329 shares of common stock issued and outstanding.

As of March 31, 2025, the Company had one class of preferred stock, Series A Preferred Stock, with 17,710 shares of it issued and outstanding.

No other material events or transactions have occurred during this subsequent event reporting period that required recognition or disclosure in the financial statements.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

In accordance with Rule 13a-15(b) under the Exchange Act, as of the end of the period covered by this 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 December 31, 2024. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our Management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure due to a material weakness.

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

Management’s Quarterly Report on Internal Control over Financial Reporting

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

Based on Management’s assessment, we have concluded that, as of December 31, 2024, our internal control over financial reporting was not effective in timely alerting Management to the material information relating to us required to be included in our annual and interim filings with the SEC.

Management has concluded that our internal control over financial reporting had the following material weaknesses:

•		SecureTech's system of internal controls failed to identify multiple journal entries that were identified by SecureTech's external auditor;

•		SecureTech has no formal control process related to the identification and approval of related party transactions;

•		SecureTech could not maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function;

•		SecureTech lacks sufficient resources to perform the internal audit function and does not have an Audit Committee;

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•		We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert to SecureTech. The Board of Directors is comprised of two (2) members, both of whom also serve as executive officers. As a result, there is a lack of independent oversight of the management team, a lack of independent review of our operating and financial results, and a lack of independent review of disclosures made by SecureTech; and

•		Documentation of all proper accounting procedures is not yet complete.

These weaknesses have existed since SecureTech’s inception on March 2, 2017, and have not been remedied as of December 31, 2024.

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

•		Engage outside consultants to ensure consistency in accounting policies and procedures across the organization. This step would enhance our control over financial statement disclosures;

•		Hire additional qualified financial personnel, including a full-time Chief Financial Officer;

•		Expand our current board of directors to include additional independent individuals who are willing to perform directorial functions; and

•		Increase our workforce to accommodate growing sales and higher volumes.

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

Given that these remedial actions require hiring additional personnel at a substantial cost, these material weaknesses are likely to remain unremedied until SecureTech can generate sufficient revenues or raise significant outside funding necessary to address them. In the meantime, we will continue to rely on the limited advice of outside professionals and consultants.

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.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our executive officers and directors and their respective ages as of the date of this Annual Report are as follows:

Name	Age	Position

J. Scott Sitra	52	President, Chief Executive Officer, and Director
Anthony Vang	53	Treasurer, Secretary, and Director
Kao Lee	55	President and Chief Executive Officer, Top Kontrol, LLC

J. Scott Sitra has served as our President, Chief Executive Officer, and member of our Board of Directors since January 2025. Mr. Sitra has over 37 years of professional experience in securities and global regulatory compliance. He has held senior positions in various public companies, guiding them through various phases of business, including early-stage formation, raising capital, establishing international supply chains, product development and launches, and pursuing merger & acquisition opportunities. Mr. Sitra’s private consulting firm, Taurus Financial Partners, LLC (“Taurus”), has played a key role in supporting SecureTech’s regulatory compliance since its inception, making him well-acquainted with the company's operations.

Before joining SecureTech, Mr. Sitra founded Taurus in 2010 as an international management and financial consulting firm specializing in taking private companies public on to the US OTC marketplace and assisting clients in maintaining regulatory compliance with all applicable securities rules and business regulations. Mr. Sitra will concurrently serve as President and CEO of Taurus.

Mr. Sitra is not an officer or director of any other reporting company and currently devotes approximately 80% (35 to 50 hours per week) of his business time to our affairs.

Anthony Vang is a co-founder and has served as our Treasurer, Secretary, and member of our Board of Directors since our inception in March 2017. Mr. Vang concurrently serves as a Director of Shongkawh, LLC (since its inception in 2009), a research and development firm focused on personal and automobile security and safety devices and technologies.

Before co-founding SecureTech and Shongkawh, Mr. Vang served as a Director of Evergreen Home Healthcare Company from 2005 through 2009. At Evergreen, he assisted with obtaining regulatory licenses, procuring new business and contracts, and overseeing the company's general management.

Mr. Vang is not an officer or director of any other reporting company and currently devotes approximately 50% (20 to 25 hours per week) of his business time to our affairs.

Kao Lee is a co-founder and served as our President, Chief Executive Officer, and member of our Board of Directors since our inception in March 2017. In January 2025, Mr. Lee transitioned from these roles to become the General Manager of Top Kontrol, eventually assuming the positions of President and CEO of Top Kontrol, LLC, a wholly-owned subsidiary of SecureTech. In his current role, he focuses on innovating and advancing the Top Kontrol product line.

Mr. Lee also co-founded Shongkawh, LLC, in 2009, where he concurrently serves as President and CEO. Shongkawh is a research and development firm dedicated to personal and automobile security and safety devices and technologies. At Shongkawh, Mr. Lee's responsibilities include directing technological development, overseeing product marketing and promotion, and facilitating international relationships with technology buyers in Asia and Europe.

Mr. Lee is not an officer or director of any other reporting company and currently devotes approximately 80% (35 to 45 hours per week) of his business time to our affairs.

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Term of Office

Our directors are appointed for a one-year term to hold office until our shareholders' next annual general meeting or until removed from office in accordance with our Bylaws. Our Board of Directors appoints our officers who hold office until removed by the Board.

Family Relationships

There are no family relationships between or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

Corporate Governance

Our Board of Directors has not established any committees, such as an audit committee, compensation committee, nominating committee, or any similar function. The Board itself undertakes the functions of these committees. Due to the absence of independent directors, our Board believes that establishing such committees would not provide significant benefits to SecureTech and might be seen as more procedural than substantive.

Given our size and the lack of directors' and officers' insurance, we do not expect any stockholder recommendations for such committees in the near future. Although no nominations for additional directors have been proposed, if such proposals arise, all current Board members will participate in considering director nominees.

As a smaller business, we do not foresee attracting independent directors until SecureTech further develops its business, achieves significant revenue, and has sufficient working capital to purchase directors' and officers' insurance. Once we can justify expanding our Board to include independent directors, we intend to establish an audit committee. Our goal is that one or more of these independent directors will qualify as audit committee financial experts.

Our securities are not quoted on an exchange requiring a majority of independent directors, and we are not currently obligated by any law, rule, or regulation to include independent directors or to establish or maintain an audit committee or similar committee.

Audit Committee Financial Expert

Our Board of Directors currently lacks a member who qualifies as an audit committee financial expert. We believe that the cost of retaining such an expert is prohibitive at this time. Furthermore, as a smaller reporting company, we do not consider the services of an audit committee financial expert necessary at this stage.

Director Independence

None of the members of our Board of Directors qualifies as an independent director according to the NASDAQ Global Market's listing requirements. The NASDAQ independence definition includes several objective tests, such as the director not being an employee for at least three years and neither the director nor their family members engaging in certain business dealings with us. Our Board has not made a subjective determination that no relationships exist which would interfere with the exercise of independent judgment, as required by NASDAQ rules. If such determinations were made, our Board would review and discuss information provided by the directors and us regarding each director’s business and personal activities and relationships as they may relate to us and our management.

Audit Committee Functions Performed

In performing the functions of the audit committee, our Board of Directors oversees our accounting and financial reporting process. The Board's duties include:

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•		Evaluating and assessing the qualifications of SecureTech’s independent auditors;

•		Deciding whether to retain or terminate the existing independent auditors;

•		Meeting with the independent auditors and financial management to review the audit scope and procedures annually;

•		Approving the retention of independent auditors for non-audit services;

•		Reviewing the independence of the independent auditors;

•		Examining the adequacy and effectiveness of accounting and financial controls and considering recommendations for improvement;

•		Reviewing the financial statements for inclusion in our annual and quarterly reports filed with the SEC; and

•		Discussing the annual audit and quarterly financial statement results with SecureTech’s management and independent auditors.

Compensation Committee Functions

Our entire Board of Directors considers executive officer and director compensation. The Board oversees our compensation policies, plans, and programs, reviews and approves corporate performance goals and objectives relevant to executive officer compensation, and administers our equity incentive and stock option plans, if any.

Nominating Committee Functions

Each director participates in considering director nominees. Besides nominees recommended by directors, our Board will consider nominees recommended by shareholders if submitted in writing to our corporate secretary. Our Board believes any candidate for director should be considered based on all factors relevant to our needs and the candidate's credentials, including business and industry experience and demonstrated character and judgment.

Involvement in Legal Proceedings

None of our officers or directors – past or present – have appeared as a party to any legal proceedings during the past ten (10) years that may interfere with their ability or integrity to serve as an officer or a director of SecureTech.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) applicable to all directors, officers (including our principal executive officer and principal financial officer), and employees. The Code of Ethics is designed to deter wrongdoing and promote:

•		Honest and ethical conduct;

•		Full, fair, accurate, timely, and understandable disclosure in reports and documents filed with, or submitted to, the SEC;

•		Compliance with applicable laws, rules, and regulations;

•		Prompt internal reporting of Code of Ethics violations; and

•		Accountability for adherence to the Code of Ethics.

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A copy of our Code of Ethics is available at no charge by sending a written request to our Corporate Secretary at 2355 Highway 36 W, Suite 400, Roseville, MN 55113.

Potential Conflict of Interest

Since we do not have an audit or compensation committee comprised of independent directors, our Board of Directors performs the functions of these committees. This presents a potential conflict of interest, as our officers and directors have the authority to determine management compensation, including their own, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with our officers and directors.

Board of Directors Role in Risk Oversight

The Board of Directors continuously assesses the risks faced by SecureTech, including financial, technological, competitive, and operational risks. During each meeting, the Board dedicates time to review and consider the relevant risks at that time. Additionally, since SecureTech does not have an Audit Committee, the Board is responsible for assessing and overseeing SecureTech’s financial risk exposures.

Compliance with Section 16(A) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires SecureTech’s executive officers, directors, and persons who own more than 10% of a registered class of SecureTech's equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership, and annual reports concerning their ownership of common stock and other equity securities of SecureTech on Form(s) 3, 4, and 5, respectively. SEC regulations require executive officers, directors, and greater than 10% shareholders to furnish SecureTech with copies of all Section 16(a) reports they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that for the fiscal year ended December 31, 2024, all filing requirements applicable to our officers, directors, and greater than 10% percent beneficial owners were complied with and that there were no deficiencies.

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Item 11. Executive Compensation

The following table provides information regarding the compensation awarded to, or earned by, our named executive officers for fiscal years ended December 31, 2024 and 2023.

Summary Compensation Table

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

Name and Principal

Position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity Incentive Plan Compensation

($)

Change in Pension Value and Nonqualified Deferred Compensation Earnings

($)

All Other Compensation

($)

Totals

($)

Kao Lee,

President and CEO,

Top Kontrol, LLC (1)

2024

2023

56,333

17,333

Anthony Vang,

Treasurer, Secretary,

Director

2024

2023

28,167

8,666

Abdikarim Farah,

Vice President (2)

2024

2023

(1)Kao Lee resigned from the positions of President, Chief Executive Directors, and member of the Board of Directors when he assumed the new positions of President and Chief Executive Officer at Top Kontrol, LLC, a SecureTech wholly-owned subsidiary, in January 2025.

(2)Abdikarim Farah resigned from his position at SecureTech in February 2025.

Employment Agreements

We have not entered into any employment agreements with our officers or directors. As of the date of this Annual Report, we had no executive employees other than those listed above. Future employment arrangements are subject to the discretion of our Board of Directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as an incentive for performance.

Outstanding Equity Awards at the End of the Fiscal Year

We do not have and have never had any equity compensation plans, and therefore, no equity awards are outstanding as of the date of this registration statement.

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Bonuses and Deferred Compensation

We may pay bonuses as determined by the Board of Directors from time to time based on performance, which may either be paid in stock or cash at the Board's discretion.

Options and Stock Appreciation Rights

We do not currently have a stock option or other equity incentive plan. We may adopt one or more such programs in the future.

Payment of Post-Termination Compensation

We do not have change-in-control agreements with any of our directors or executive officers. We are not obligated to pay severance or other enhanced benefits to executive officers upon the termination of their employment.

Director Compensation

We do not plan to pay our directors any cash compensation until our business becomes operationally profitable. However, we may reimburse our directors for out-of-pocket travel and lodging expenses related to attending Board of Directors meetings.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth, as of March 31, 2025, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.

Unless otherwise noted, each shareholder's mailing address is 2355 Highway 36 West, Suite 400, Roseville, MN 55113.

	Common Stock		Series A Preferred Stock
Name of Beneficial Owner	Number of Shares	Percentage of Class ⁽¹⁾	Number of Shares	Percentage of Class ⁽²⁾

Officers and Directors
J. Scott Sitra, President, CEO, and Director	173,000	0.5%	10,400	58.7%
Anthony Vang, Treasurer, Secretary, and Director	10,049,070	28.5%	-0-	0%
Kao Lee, President and CEO, Top Kontrol, LLC ⁽³⁾	2,698,140	7.6%	6,640	37.5%
All officers and directors as a group (3 persons)	12,920,210	36.6%	17,040	96.2%

Five Percent Stockholders
Kue & Jay Xiong	5,000,000	14.2%	-0-	0%

(1)Based on 35,309,329 common shares issued and outstanding as of March 31, 2025.

(2)Based on 17,710 Series A Preferred shares issued and outstanding as of March 31, 2025.

Securities Authorized for Issuance Under Equity Compensation Plans

As of December 31, 2024, we did not have any authorized Equity Compensation Plans. Further, we have no plans to create any plans during the fiscal year ending December 31, 2025.

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Changes in Control

We are unaware of any contract or other arrangement that could result in a change of control of SecureTech.

Item 13. Certain Relationships and Related Transactions, and Director Independence

We do not have a formal written policy for reviewing and approving transactions with related parties. However, our Code of Ethics and Corporate Governance Principles require actual or potential conflicts of interest to be reported to our executive officers and/or legal counsel. Employees must disclose personal interests that may conflict with ours and avoid activities that conflict with their responsibilities to us.

Periodically, we inquire whether any directors have entered into transactions, arrangements, or relationships that constitute related party transactions. If any actual or potential conflict of interest is reported, our entire Board of Directors, along with outside legal counsel, reviews the disclosed transaction or relationship. The Board then makes a formal determination regarding each director's independence. If a transaction presents a conflict of interest, the Board of Directors will determine the appropriate action.

Related Party Transactions

Patent License

On March 2, 2017, SecureTech entered into a Patent License Agreement with Shongkawh, LLC (“Licensing Agreement”), which is controlled by our executive officers Kao Lee and Anthony Vang (and directly owned by Mr. Lee and his brother, Thao Lee) is deemed a related party. This Licensing Agreement gives us exclusive use and control of United States Patent No. 8,436,721.

Under the Licensing Agreement terms, ShongKawh will receive a royalty of 2% of all products manufactured under this patent, including our Top Kontrol product. The 2% royalty is based on SecureTech’s selling price of any products utilizing this patent, which would typically be the wholesale price we offer to distributors. Royalties are to accrue and be paid in quarterly calendar payments.

As of December 31, 2024, SecureTech had no accrued patent license royalties owed to ShongKawh.

Founder’s Shares

On March 2, 2017, SecureTech issued an aggregate of 175,000,000 shares of its common stock, $0.001 par value, as Founder’s Shares with $-0- value.

Of these Founder’s Shares, 80,000,000 were issued to SecureTech’s officers, 75,000,000 to an entity controlled by one of the SecureTech’s directors, and 20,000,000 to outside consultants who assisted with SecureTech’s formation and early organization.

As of December 31, 2024, an aggregate of 83,000,000 Founder’s Shares have been canceled and returned to the Treasury, including the 25,000,000 Founder’s Shares that were part of the Share Exchange Agreement described below.

Convertible Debt Conversion with Related Party

Subsequently, on October 24, 2024, the note holder converted the outstanding $50,000 convertible promissory note into 100,000,000 shares of SecureTech’s common stock, $0.001 par value. Each share was valued at $0.0005 per share in accordance with the conversion terms of the convertible note agreement.

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Following this note conversion, on October 25, 2024, SecureTech and the original note holder signed a Share Exchange Agreement in which 100,000,000 shares of SecureTech's common stock were exchanged for 10,000 shares of its Series A Preferred Stock, $0.001 par value. No gain or loss was recorded within the terms of these agreements.

Share Exchange and Cancellations

During the fiscal year ended December 31, 2023, SecureTech entered into a Share Exchange Agreement with one of its co-founders, Kao Lee, whereby it issued 2,500 shares of its Series A Preferred Stock in exchange for an aggregate of 25,000,000 shares of its common stock.

During the fiscal year ended December 31, 2024, SecureTech entered into two Share Exchange Agreements with a related party whereby it issued 10,200 shares of its Series A Preferred Stock in exchange for an aggregate of 101,795,774 shares of its common stock. These share exchanges were part of SecureTech’s ongoing Share Reduction Program. SecuretTech recorded a $51,057 loss due to the issuance of additional Series A Preferred Shares based on the market’s closing price of $0.25 a share of SecureTech’s common stock on the date of the issuance.

Accrued Payroll

As of December 31, 2024, the Company had aggregated $322,448 in related party accrued payroll, consisting of $311,812 in accrued payroll and $10,636 in accrued employer taxes.

As of December 31, 2023, the Company had aggregated $63,090 in related party accrued payroll, consisting of $58,500 in accrued payroll and $4,590 in accrued employer taxes.

Notes Payable and Imputed Interest

As of December 31, 2023, the Company had no outstanding notes payable to related parties or imputed interest expenses.

Indemnification

Section 78.138 of the Wyoming Revised Statutes (“WRS”) provides that directors and officers of Wyoming corporations may, under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities incurred as a result of any suit brought against them in their capacity as a director or officer. This indemnification applies if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. WRS also allows for indemnification against expenses (including attorneys’ fees) incurred in connection with a derivative suit if the directors and officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if the person was adjudged liable to the corporation.

Article X of our bylaws also contains provisions that allow SecureTech to indemnify its officers, directors, employees, and agents.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons pursuant to the preceding provisions or otherwise, the registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless, in the opinion of counsel, the matter has been settled by controlling precedent, submit to a court of appropriate

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jurisdiction to determine whether such indemnification is against public policy as expressed in the Securities Act. The final adjudication of such issue will govern.

Corporate Governance and Director Independence

Our Board of Directors has not established Audit, Compensation, Nominating, or Governance Committees as standing committees. The Board does not have an executive committee or any similar committees. We are not listed on a national securities exchange or an inter-dealer quotation system that requires a majority of the Board to be independent. Our directors have determined that they are not “independent” under the NASDAQ Stock Market's listing standards, which is the definition our Board uses for determining independence. Therefore, our directors are not independent.

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling the registrant pursuant to the preceding provisions, the registrant has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

Item 14. Principal Accounting Fees and Services

Audit Fees

The aggregate fees billed for the last two fiscal years for professional services rendered by the principal accountant include the annual audit of our financial statements, the review of financial statements in our quarterly reports, and services typically provided in connection with statutory and regulatory filings or engagements. The fees for these fiscal periods were as follows:

		For the Fiscal Year Ended December 31,
		2024		2023

Audit Fees	$	33,500	$	25,500
Audit Related Fees		1,500		-0-
Tax Fees		-0-		-0-
All Other Fees		-0-		-0-
Total	$	35,000	$	25,500

Audit Fees

Audit fees consist of charges for professional services rendered for the audit of our financial statements, the review of interim consolidated financial statements included in quarterly reports, and services customarily provided by the principal accountants in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees consist of charges for assurance and related services reasonably related to the performance of the audit or review of our consolidated financial statements. These fees are not included under “Audit Fees.”

Tax Fees

Tax fees consist of charges for professional services related to tax compliance, tax advice, and tax planning. These services include the preparation of federal and state income tax returns.

All Other Fees

All other fees consist of charges for products and services that are not included under the services reported above.

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Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

Given the small size of our Board of Directors and the limited financial resources and minimal operations of SecureTech, our Board of Directors as a whole acts as our Audit Committee. The Board pre-approves all audit and permissible non-audit services, including audit services, audit-related services, tax services, and other services, on a case-by-case basis.

Before engaging accountants to perform particular services, our Board obtains an estimate for the service. The Board has approved all of the services described above according to this procedure.

PART IV

Item 15. Exhibits, Financial Statements Schedules

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

(1)Financial Statements

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

(2)Financial Statement Schedules

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

(3)Exhibits

Incorporated by Reference

Exhibit

Number

Exhibit Description

Filed

Herewith

Form

File No.

Exhibit

Filing

Date

3.1

Articles of Incorporation

S-1

333-223078

3.1

2/16/2018

3.2

Bylaws

S-1

333-223078

3.2

2/16/2018

3.3

Amendment to Articles of Incorporation dated December 20, 2017

S-1

333-223078

3.3

2/16/2018

3.4

Certificate of Designation of Series A Preferred Stock

8-K

3.4

6/2/2023

4.1

Description of Securities

10.1

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

S-1

333-223078

10.1

2/16/2018

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10.2

Amendment No. 1 to Patent License Agreement between SecureTech, Inc. and Shongkawh, LLC dated March 13, 2024

10-Q

10.2

5/15/24

14.1

Code of Ethics adopted May 12, 2022

8-K

14.1

5/16/2022

21.1

List of Subsidiaries

31.1

Certification of J. Scott Sitra, Principal Executive Officer, pursuant to Rule 13a-15(e) or Rule 15d-15(e)

31.2

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

32.1

Certification of J. Scott Sitra, Principal Executive Officer, pursuant to 18 U.S.C. Section 1350

32.2

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

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

104

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

Item 16. Form 10-K Summary

Not applicable.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 31st day of March, 2025.

SECURETECH INNOVATIONS, INC.

By:

/s/ J. Scott Sitra

J. Scott Sitra

President, Chief Executive Officer,

Principal Executive Officer, and Director

Pursuant to the requirements of the Securities Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities on March 31, 2025:

By:

/s/ J. Scott Sitra

J. Scott Sitra

President, Chief Executive Officer,

Principal Executive Officer, and Director

By:

/s/ Anthony Vang

Anthony Vang

Secretary, Treasurer, Chief Financial Officer,

Principal Financial Officer,

Principal Accounting Officer, and Director


	Series A										Additional
	Preferred Stock				Common Stock						Paid In			Accumulated
	Shares		Amount		Shares			Amount			Capital			Deficit			Total
Balance, December 31, 2022		—	$	—		111,839,085		$	111,839		$	1,000,239		($	936,658	)	$	175,420
Issuance of common shares for cash		—		—		23,570			24			41,226			—			41,250
Issuance of common shares for conversion of debt
Issuance of common shares for conversion of debt, shares
Share exchange – related party		2,500		2		(25,000,000	)		(25,000	)		24,998			—			—
Imputed interest
Share exchange – unrelated		700		1		(7,000,000	)		(7,000	)		6,999			—			—
Patent royalty contribution		—		—		—			—			2,929			—			2,929
Net loss		—		—		—			—			—			(368,470	)		(368,470	)
Balance, December 31, 2023		3,200	$	3		79,862,655		$	79,863		$	1,076,391		($	1,305,128	)	$	(148,871	)

Issuance of common shares for cash		—		—		20,000			20			14,980			—			15,000
Issuance of common shares for conversion of debt		—		—		100,000,000			100,000			(50,000	)		—			50,000
Share exchange – related party		10,200		10		(101,795,774	)		(101,796	)		152,843			—			51,057
Imputed interest		—		—		—			—			2,212			—			2,212
Net loss		—		—		—			—			—			(409,440	)		(409,440	)
Balance, December 31, 2024		13,400	$	13		78,086,881		$	78,087		$	1,196,426		($	1,714,568	)	$	(440,042	)