SecureTech Innovations, Inc. Form 10-Q/A (9-30-25)

SECURETECH INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amount in U.S. Dollars, except for number of shares or otherwise noted)

(unaudited)


	For the nine months ended September 30,
	2025				2024
Cash flows from operating activities:
Net profit (loss)		$	240,753			$	(258,892	)
Adjustments to reconcile net profit (loss) to net cash used in operating activities:
Depreciation of property and equipment			18,395				737
Imputed and amortized interest			9,233				1,063
Amortization of operating lease right-of-use assets			20,739				—
Amortization of intangible assets			91,714				—
Deferred income taxes			(13,757	)			—
Changes in operating assets and liabilities:
Increase in accounts receivable			(505,198	)			—
(Increase) decrease in inventories			(249,785	)			3,422
Increase in amounts due from related parties			(36,803	)			—
Increase (decrease) in prepayments and other current assets			501,806				(26	)
Increase in operating lease right-of-use assets, net			27,803				—
Decrease in accounts receivable, net of current portion			(393,996	)			—
Increase in accounts payable			250,205				3,308
(Decrease) increase in accounts payable, related parties			(4,380	)			45,978
Decrease in contract liabilities			(269,127	)			—
Decrease in other payables, related party			(53,624	)			—
Decrease in operating lease liabilities			(57,644	)			—
Increase in accrued expenses and other current liabilities			190,462				158,812

Net cash used in operating activities			(233,204	)			(45,598	)

Cash flows from investing activities:
Acquisition of equipment		$	(211,154	)		$	—
Cash acquired from the acquisition of AI UltraProd			364,311				—
Net cash provided by investing activities		$	153,157			$	—

Cash flows from financing activities:
Issuance of common shares for cash		$	5,000			$	10,000
Proceeds from notes payable			167,000				29,611
Proceeds from short-term borrowings			1,054,666				—
Payments on short-term borrowings			(767,302	)			—
Proceeds from convertible debt			(4,081	)			—
Net cash provided by financing activities		$	455,283			$	39,611

Net increase (decrease) in cash			375,236				(5,987	)

Cash – beginning of period			—				5,987

Effects of exchange rate changes on cash			19,134				—

Cash – end of period		$	394,370			$	—

Cash paid for income taxes		$	—			$	—

Cash paid for interest		$	25,577			$	3,061

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

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SECURETECH INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(CONTINUED)

(Amount in U.S. Dollars, except for number of shares or otherwise noted)

(unaudited)

	For the nine months ended September 30,
	2025				2024
Supplemental disclosure of non-cash investing and financing activities:
Issuance of preferred shares as consideration for the acquisition of AI UltraProd		$	8,565,500			$	—
Recognition of contingent consideration related to the acquisition of AI UltraProd		$	1,652,910			$	—
Assets acquired and liabilities assumed in the acquisition of AI UltraProd:
Increase in cash and equivalents		$	364,311			$	—
Increase in accounts receivable, net			526,855				—
Increase in amounts due from related parties			69,900				—
Increase in inventories			1,255,997				—
Increase in prepayments and other current assets			2,916,142				—
Increase in equipment, net			204,419				—
Intangible assets, patent technology			3,668,547				—
Operating lease right-of-use assets, net			27,803				—
Increase in goodwill			6,278,366				—
Increase in accounts receivable, net of current portion			438,284				—
Total assets acquired		$	15,750,624			$	—

Accounts payable assumed			848,292				—
Contract liabilities assumed			357,123				—
Short-term borrowings assumed			2,165,228				—
Operating lease liabilities, current portion			23,231				—
Accrued expenses and other current liabilities assumed			98,472				—
Amounts due to related parties assumed			53,624				—
Deferred tax liabilities			550,282				—
Total liabilities assumed		$	4,096,252				—

Non-controlling interests		$	719,376			$	—
Redeemable non-controlling interests			716,586				—

Net assets acquired		$	10,218,410				—

Non-cash financing activities:
Accretions of redeemable NCI to redemption value		$	(2,318	)		$	—
Issuance of shares for accrued payroll		$	322,448			$	—
Exchange of common shares for preferred shares		$	1,000			$	—
Exchange of common shares for preferred shares, related party		$	42,100			$	1,796

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

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SECURETECH INNOVATIONS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(unaudited)

NOTE 1 – Summary of Significant Accounting Policies

Organization

SecureTech Innovations, Inc. (“SecureTech” or the “Company”) was incorporated in the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. On December 20, 2017, the Company amended its Articles of Incorporation to change its name to SecureTech Innovations, Inc.

The Company has established several wholly owned subsidiaries to support its strategic growth initiatives:

•		On November 19, 2021, and November 25, 2021, the Company formed Piranha Blockchain, Inc., a Wyoming corporation, and Piranha Blockchain, Ltd., an Anguilla-based international business company, respectively (collectively, “Piranha”).

•		On January 27, 2025, the Company incorporated two additional Wyoming-based subsidiaries: Terra Nova Technologies, Inc. and Top Kontrol, LLC.

•		On June 6, 2025, the Company formed AI UltraProd, Inc., also a Wyoming corporation.

On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., the Company acquired 100% of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited owns a 90% equity interest in Zhejiang Jizhu Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (collectively, “AI UltraProd”).

SecureTech is a technology-focused company that develops and commercializes advanced solutions across several high-growth sectors, including artificial intelligence, industrial 3D printing and manufacturing, cybersecurity, and digital infrastructure. The Company’s business segments include:

•		AI UltraProd: Specializes in AI-powered industrial 3D manufacturing technologies.

•		Piranha Blockchain: Develops Web3 security protocols, blockchain infrastructure, digital asset reserves and management systems, and cybersecurity solutions

•		Top Kontrol: Offers a patented anti-theft and anti-carjacking system capable of autonomously disabling a vehicle during a carjacking attempt without requiring driver intervention.

SecureTech’s mission is to develop and deploy innovative, real-world technologies that solve critical challenges across diverse industries. The Company is focused on advancing security, improving operational efficiency, and strengthening digital resilience through its portfolio of AI, blockchain, and cybersecurity solutions.

Unaudited Financial Information

The Company's unaudited condensed financial statements have been prepared per accounting principles generally accepted in the United States (“GAAP”) for financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of Management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

The balance sheet as of December 31, 2024, has been derived from audited financial statements.

Operating results for the nine months ended September 30, 2025, are not necessarily indicative of results that may be expected for the year ending December 31, 2025. These condensed financial statements should be read in conjunction with the audited

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financial statements for the year ended December 31, 2024, filed with the Company’s Annual Report on Form 10-K with the Securities and Exchange Commission on March 31, 2025.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) for financial information and in accordance with the Securities and Exchange Commission’s (“SEC”) Regulation S-X. They reflect all adjustments which are, in the opinion of the Company’s Management, necessary for a fair presentation of the financial position and operating results as of and for the fiscal period ended September 30, 2025.

Use of Estimates

The accompanying financial statements of the Company have been prepared in accordance with US GAAP. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2025 and December 31, 2024, the Company had no cash equivalents.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements,” and ASC 825, “Financial Instruments,” require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level		Description

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

Inventory and Cost of Sales

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

Deposits

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

Derivative Instruments

ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair

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value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts, and records a net gain or loss on debt extinguishment.

Convertible Debt With Variable Conversion Options

The Company has issued a convertible note which contains variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001 per share, at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion, and records the put premium as interest expense.

Equipment and Depreciation

Equipment is recorded at cost and is depreciated using the straight-line method over its estimated useful life in years as follows:


Machinery equipment	5	-	10	years
Computer software and equipment	2	-	15	years
Furniture, fixtures, and equipment	3	-	5	years
Leasehold improvements	Life of Lease

Repair and maintenance costs are expensed as incurred. Costs associated with improvements that extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of the related asset. Gains and losses on the disposition of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.

Depreciation expenses totaled $18,395 and $737 for the nine months ended September 30, 2025 and 2024, respectively. Cumulative depreciation for each asset class is as follows:

	As of September 30, 2025			As of December 31, 2024

Machinery equipment	$	342,101		$	—
Computer, software, and equipment		81,017			4,916
Furniture, fixtures, and equipment		94,555			—
Equipment	$	517,673		$	4,916
Less: Accumulated depreciation		(117,992	)		(2,413	)
Equipment, net	$	399,681		$	2,503

Revenue Recognition

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

Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Consideration may be received before or after revenue is recognized; amounts received in advance are recorded as contract liabilities.

Revenue Recognition; ASC 606 Five-Step Model

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

For services transferred over time, revenue is recognized based on progress toward satisfaction of the performance obligation. For performance obligations satisfied at a point in time, revenue is recognized when control passes to the customer.

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Income Taxes

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

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Principles of Consolidation

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power, or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors, to cast a majority of votes at board meetings, or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

The accompanying consolidated financial statements include the consolidated financial statements of the Company and its wholly owned subsidiaries. Subsidiaries are entities over which the Company has control. Control is achieved when the Company has power over the investee, is exposed to, or has rights to, variable returns from its involvement with the investee, and has the ability to use its power to affect those returns.

Subsidiaries are consolidated from the date on which the Company obtains control. The Company reassesses whether it controls an investee if facts and circumstances indicate changes to one or more of the three elements of control listed above.

All inter-company balances and transactions are eliminated upon consolidation. The results of subsidiaries acquired are recorded in the consolidated statements of operations from the effective date of acquisition, as appropriate.

The accompanying consolidated financial statements include the accounts of the following majority-owned subsidiaries as of September 30, 2025:

Subsidiary (Entity Name)	Jurisdiction	SecureTech Ownership	Principal Activity

AI UltraProd, Inc.	Wyoming	100.0%	US holding company for AI 3D printing and additive manufacturing assets
Aiultraprod Group Limited	Hong Kong	100.0%	IP holding & Asia-Pacific sales hub
Zhejiang Jizhu Technology Company Limited	PRC	90.0% (indirect)	R&D, 3D printing, robotics manufacturing, and materials
Jizhu Technology (Huzhou) Company Limited	PRC	89.3% (indirect)	Scientific research and technical services
Piranha Blockchain, Inc.	Wyoming	100.0%	Cybersecurity & blockchain platforms
Piranha Blockchain, Ltd.	Anguilla	100.0%	International digital-asset services
Terra Nova Technologies, Inc.	Wyoming	100.0%	Top Kontrol brand holding entity
Top Kontrol, LLC	Wyoming	100.0%	Anti-theft/anti-carjacking systems

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Acquisition of AI UltraProd Group of Companies

On June 23, 2025, the Company, through its wholly owned subsidiary AI UltraProd, Inc., acquired 100 percent of the equity of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited holds 90 percent of Zhejiang Jizhu Technology Company Limited (“Jizhu PRC”), which in turn holds 80.4 percent of Jizhu Technology (Huzhou) Company Limited (“Jizhu Huzhou”).

The transaction was completed entirely through the issuance of equity securities. It was accounted for as a business combination under ASC 805, Business Combinations. In accordance with ASC 810‑10, Consolidation, the Company evaluated its relationships with each entity in the acquired group to determine whether consolidation was required. Control exists when an investor (i) has the power to direct the activities of an entity that most significantly affect its economic performance, (ii) is exposed to or has rights to variable returns from its involvement with the entity, and (iii) has the ability to use its power to affect those returns.

The Company determined that it holds, directly or indirectly, a controlling financial interest in each of the acquired entities because it owns more than 50 percent of the voting equity and has the ability to appoint the majority of board members and direct key operating and financial policies. Accordingly, the Company consolidates Aiultraprod Group Limited, Jizhu PRC, and Jizhu Huzhou from the acquisition date forward.

The portion of equity interests in consolidated subsidiaries not attributable, directly or indirectly, to the Company is presented as non‑controlling interests (“NCI”) or redeemable non-controlling interests (“Redeemable NCI”) in the consolidated balance sheets and statements of operations, in accordance with ASC 810. NCI acquired in a business combination are initially measured at fair value as of the acquisition date. Redeemable NCI that contains redemption features not solely within the control of the Company are classified outside of permanent equity as Redeemable NCI in the mezzanine section of the consolidated balance sheets in accordance with ASC 480-10-S99, Distinguishing Liabilities from Equity. Subsequent to initial recognition, the Company adjusts the carrying amount of Redeemable NCI to the greater of (i) the carrying amount adjusted for the NCI holders’ share of the subsidiary’s earnings or losses, contributions, and distributions, or (ii) the redemption value applicable at the reporting date per relevant contract terms. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.

The results of operations of the acquired entities are included in the Company’s consolidated statements of operations beginning June 23, 2025. The allocation of the purchase price resulted in recognition of $6,278,366 of goodwill, as described in Note 3, and $1,652,910 of contingent consideration related to a potential issuance of Series A Preferred Stock.

Subsequently, on July 14, 2025, Jizhu PRC acquired an additional 8.9% interest in Jizhu Huzhou from a minority shareholder in exchange for a one-time cash payment of 100,000 RMB (~US$14,030).

Foreign Currency Translation and Transactions

The Company presents its financial information in United States Dollars (“USD”). The functional currency for the Company is USD, while its Hong Kong subsidiary uses Hong Kong Dollars (“HKD”) as its functional currency, and the PRC subsidiaries use RMB. The assessment of each entity’s functional currency is performed according to the requirements of Accounting Standards Codification (“ASC”) Topic 830, Foreign Currency Matters.

In the consolidated financial statements, transactions conducted in currencies other than the applicable functional currencies are recorded using exchange rates effective on the transaction dates. At each balance sheet date, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing on that date. Resulting exchange gains and losses are included in the consolidated statements of loss and comprehensive income for the period in which they arise.

Entities in the PRC use RMB as their functional currency, while those in Hong Kong use HKD. Financial statements are translated into USD with assets and liabilities at period-end rates, revenue and expenses at average rates, and shareholders’ equity at historical rates. Translation adjustments are shown as a separate item in accumulated other comprehensive loss under shareholders’ equity.

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The following exchange rates are used for translation:

	For the nine months ended September 30, 2025
Currency Exchange	Period End	Average Rate

USD to RMB	7.1190	7.2201
USD to HKD	7.7809	7.8015

Mezzanine Equity

Where equity interests are determined to be conditionally redeemable upon the occurrence of certain events that are not solely within the control of the Company, and upon such events, the share would become redeemable at the option of the holders, they are classified as mezzanine equity (temporary equity). The purpose of this classification is to convey that such a security may not be permanently part of equity and could result in a demand for cash or other assets of the entity in the future. The Company accretes the redeemable equity interests to their redemption value, which is purchase price plus interest per year over the period since issuance to the redemption date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.

Redeemable noncontrolling interests represent redeemable equity interests issued by the Company’s subsidiary to certain investors, and have been classified as mezzanine noncontrolling interests in the consolidated financial statements as these redeemable interests represent a put option that gives these investors the right to put the interest of the Company’s subsidiary for a certain rate of return. Pursuant to ASC 480-10, the investment is currently redeemable, but not mandatorily redeemable because of the uncertainty related to whether the holder will elect redemption. The process of adjusting non-controlling interests to its redemption value should be performed after attribution of the subsidiary’s net income or loss pursuant to ASC 810. The carrying amount of non-controlling interests will equal the higher of (i) its initial fair value adjusted by accumulated earnings/losses associated with the non-controlling interest or (ii) the redemption value as of the balance sheet date. The accretions were recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital had been exhausted, additional charges were recorded by increasing the accumulated deficit.

Fiscal Year

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

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In October 2023, the FASB issued Accounting Standards Updates (“ASU”) No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends the disclosure or presentation requirements related to various subtopics in the FASB Accounting Standards Codification (the “Codification”). This update will improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC’s regulations. The Company is currently evaluating the potential effect of this ASU on its combined financial statements, but does not expect the impact to be material.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The disclosures requirements included in ASU 2023-07 are required for all public entities, including those with a single reportable segment. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, on a retrospective basis, and early adoption is permitted. The adoption did not have material impact on the Company’s combined financial statement.

In March 2024, the FASB issued ASU No. 2024-02, which removes references to the Board’s concepts statements from the FASB Accounting Standards Codification (the “Codification” or ASC). The ASU is part of the Board’s standing project to

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make “Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements.” The Company does not believe the adoption of ASU 2024-02 will have a material impact on its combined financial statements and disclosures.

In December 2023, FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU require an entity to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, which is greater than five percent of the amount computed by multiplying pretax income by the entity’s applicable statutory rate, on an annual basis. Additionally, the amendments in this ASU require an entity to disclose the amount of income taxes paid (net of refunds received) disaggregated by federal, state, and foreign taxes and the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions that are equal to or greater than five percent of total income taxes paid (net of refunds received). Lastly, the amendments in this ASU require an entity to disclose income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign and income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. This ASU is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company will apply the guidance in ASU 2023-09 for annual periods beginning after December 15, 2024, and will enhance its income tax disclosures in accordance with the requirements. The adoption will be applied prospectively and is not anticipated to have a material impact on the Company’s combined financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires public companies to disclose, in the notes to the financial statements, specific information about certain costs and expenses at each interim and annual reporting period. This includes disclosing amounts related to employee compensation, depreciation, and intangible asset amortization. In addition, public companies will need to provide qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date.” ASU 2025-01 amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. Early adoption of ASU 2024-03 is permitted. The Company does not expect the adoption of ASU 2024-03 to have a material impact on its combined financial statements.

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendment provides (1) all entities with a practical expedient to assume that current conditions as of the balance sheet date do not change for the remaining life of the assets and (2) entities other than public business entities with an accounting policy election to consider collection activity after the balance sheet date when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. This guidance is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the above new accounting pronouncements or guidance on the combined financial statements.

Except for the above-mentioned pronouncements, there are no new recently issued accounting standards that will have a material impact on the combined balance sheets, statements of operations and cash flows.

NOTE 2 – GOING CONCERN

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Historically, the Company has experienced negative cash flows from operations. As of September 30, 2025, however, the Company reported net income attributable to shareholders of $302,746 for the nine‑month period and positive gross profit of $1,005,449. Cash and cash equivalents totaled $394,370 at quarter‑end, compared to no cash balances at December 31, 2024.

Despite these improvements, the Company’s ability to continue as a going concern is dependent upon successfully executing its growth strategy, maintaining profitability, and securing additional financing to fund working capital requirements and strategic initiatives. Current liabilities of $4,288,523 exceed cash on hand, and management anticipates the need for bridge financing, longer‑term debt facilities, and/or equity issuances to support operations, planned uplisting to a national exchange, and the spin‑off of Top Kontrol.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management is actively pursuing financing arrangements and implementing cost controls to mitigate these uncertainties. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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NOTE 3 – GOODWILL

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. As of September 30, 2025, the Company’s goodwill balance was $6,278,366, all of which arose from the acquisition of Aiultraprod Group Limited and its subsidiaries (collectively, “AI UltraProd”) on June 23, 2025.

The goodwill is attributable primarily to the expected synergies from integrating AI UltraProd’s proprietary technologies, assembled workforce, and established market presence with the Company’s existing operations.

In accordance with ASC 350, goodwill is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate the asset might be impaired. As of September 30, 2025, no impairment indicators were identified. The Company expects to perform its next annual goodwill impairment assessment as of December 31, 2025.

NOTE 4 – INVENTORIES, NET

Inventory is stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell. The following table summarizes the Company’s inventories as of September 30, 2025 and December 31, 2024:

	As of September 30, 2025		As of December 31, 2024
Inventories:
Raw materials and work-in-progress	$	107,057	$	—
Finished goods		1,398,725		—
Gross inventories		1,505,782		—
Inventory valuation reserves		—		—
Inventories, net	$	1,505,782	$	—

NOTE 5 – ACCOUNTS RECEIVABLE, NET

Accounts receivables, net consist of the following:

	As of September 30, 2025		As of December 31, 2024

Accounts receivable	$	1,864,333	$	—
Allowance for credit losses		—		—
Total accounts receivable, net	$	1,864,333	$	—

Accounts receivable, current portion	$	1,032,053	$	—
Accounts receivable, non-current portion	$	832,280	$	—

NOTE 6 – CONTRACT LIABILITIES

The Company’s contract liabilities primarily relate to unsatisfied performance obligations when payment has been received from customers before the Company’s products or services are delivered. Contract liabilities amounted to $87,996 and $-0- as of September 30, 2025 and December 31, 2024, respectively.

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Contract liabilities consist of the following:

As of

September 30,

2025

As of

December 31, 2024

Contract liabilities

87,996

NOTE 7 – SHORT-TERM BORROWINGS

As of September 30, 2025, the Company’s subsidiary AI UltraProd had one-year loans with a total principal amount of RMB 17,460,000 (equivalent to US$2,452,592) from banks in the PRC, with interest rates ranging from 3.15% to 6.53% per annum. Interest payments are due quarterly.

Short-term borrowings are as follows:

	As of September 30, 2025		As of December 31, 2024

Unsecured short-term borrowings from PRC banks	$	2,452,592	$	—
Total short-term borrowings, net	$	2,452,592	$	—

NOTE 8 – 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.

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

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

Series A Preferred Stock Issuances

During the nine months ended September 30, 2025, the Company issued an aggregate of 4,310 shares of Series A Preferred Stock pursuant to four Share Exchange Agreements; 100 shares of Series A Preferred Stock were issued to two unrelated party stockholders, and 4,210 shares of Series A Preferred Stock were issued to two related party stockholders.

The Company also issued 185 shares of its Series A Preferred Stock in conjunction with its acquisition of 100% of Aiultraprod Group Limited. These shares were valued at US $8,565,500, which equates to a per-share value of US $46,300.

As of September 30, 2025, the Company had one class of preferred stock, Series A Preferred Stock, and 17,895 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 for Settlement of Accrued Payroll

During the nine months ended September 30, 2025, the Company issued 322,448 shares of common stock as payment in place of cash to settle $322,448 in unpaid wages and commissions owed to employees and an independent sales representative. The value of the common stock issued was based on the closing price of the Company’s common stock on the date of issuance, which was $1.00 per share, and no gain or loss was recognized as a result.

Share Exchange and Cancellations

During the nine months ended September 30, 2025, the Company issued an aggregate of 4,310 shares of Series A Preferred Stock in exchange for an aggregate of 43,100,000 shares of its common stock pursuant to Share Exchange Agreements; 100 shares of Series A Preferred Stock were issued to two unrelated party stockholders, and 4,210 shares of Series A Preferred Stock were issued to two related party stockholders.

All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.

As of September 30, 2025, the Company had 35,311,829 shares of common stock issued and outstanding.

Contingent Consideration

On June 23, 2025, as part of the Company’s 100% acquisition of Aiultraprod Group Limited and related to the Acquisition and Stock Purchase Agreement, a provision was established for the potential issuance of additional Series A Preferred Stock. If all parties to the transaction unanimously agree to waive the intended spin-off of AI UltraProd, Inc. (WY) as a separate NYSE or NASDAQ-listed entity in the future, the Company would be required to issue an additional 357 shares of Series A Preferred Stock, $0.001 par value, under the no spin-off earnout provision.

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Based on the terms, the instrument is classified in equity, and accordingly was measured at its fair value at the acquisition date and will not be subsequently remeasured. As of the transaction date, the Company assessed a 10% probability that all parties would agree to exercise this provision. Consequently, contingent consideration was recorded in the amount of $1,652,910, calculated as 357 potential shares multiplied by the $46,300 share price and the 10% likelihood factor.

NOTE 9 – SEGMENT INFORMATION

The Company’s Chief Executive Officer, who serves as the Chief Operating Decision Maker (“CODM”), evaluates the Company’s financial performance and allocates resources based on a consolidated view of the business. Consequently, the Company operates as a single reportable segment under the guidelines of ASC 280, Segment Reporting. The CODM classifies this segment as Consumer Goods.

The Company’s operations, which include marketing, purchasing and procurement, and research and development, are managed centrally. The CODM assesses financial performance using metrics such as revenue, operating profit, and key operating expenses, which are outlined below as the primary cost components for evaluating the Company’s performance.

Additionally, the CODM measures income generated from the Company’s assets by focusing on net income as a key performance indicator. This metric is used to assess the return on assets and supports strategic decision-making.


	For the Nine Months Ended September 30,
	2025				2024

Revenue from external customers		$	3,736,527			$	14,235

Reconciliation of revenue:
Less: Cost of goods sold			2,822,792				3,421
Segment gross profit		$	913,735			$	10,814

Less:
Salaries and payroll			73,576				63,000
Other segment items⁽¹⁾			553,285				202,868
Segment net profit (loss)		$	286,874			$	(255,054	)

Reconciliation of loss:
Other expense, net			(59,878	)			(3,838	)
Net profit (loss) before income taxes		$	226,996			$	(258,892	)

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

NOTE 10 – RELATED PARTY TRANSACTIONS

Founder’s Shares

On March 2, 2017, the Company issued an aggregate of 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.

As of September 30, 2025, an aggregate of 100,100,000 Founder’s Shares have been returned to the Company and cancelled, including 67,100,000 pursuant to a series of Share Exchange Agreements described below.

Share Exchange and Cancellations

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During the fiscal year ended December 31, 2023, the Company entered into a Share Exchange Agreement with one of its Founders, Kao Lee, whereby it issued 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 nine months ended September 30, 2025, the Company entered into Share Exchange Agreements with two of its Founders, Kao Lee and Abdikarim Farah, whereby it issued an aggregate of 4,210 shares of its Series A Preferred Stock in exchange for an aggregate of 42,100,000 shares of its common stock.

All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.

Accrued Payroll

As of September 30, 2025, the Company had aggregated $70,331 in related party accrued payroll, consisting solely of accrued payroll.

As of September 30, 2024, the Company had aggregated $215,150 in related party accrued payroll, consisting of $207,500 in accrued payroll and $7,650 in accrued employer taxes.

Amounts Due to Related Parties and Imputed Interest

As of September 30, 2025, the Company had outstanding amounts due to related parties aggregating $188,914 with stated interest rates between 0% and 10% per annum. For the nine months ended September 30, 2025, the Company recorded imputed interest expense of $5,152 and accrued interest payable of $7,303 on notes with below‑market or no stated interest. The related parties have agreed to suspend stated maturity dates without penalty until the Company raises sufficient funds.

As of September 30, 2024, the Company had outstanding notes payable to Kao Lee aggregating $14,042 for expenses paid on behalf of the Company, which has been accounted for as short-term notes payable to a related party.

Patent Royalties

On March 2, 2017, the Company entered into a Patent License Agreement with Shongkawh, LLC, which is controlled by our executive officers Kao Lee and Anthony Vang (and directly owned by Mr. Lee and his brother, Thao Lee). Under this agreement, ShongKawh is to receive a royalty of 2% of all products manufactured under this covered patent.

On March 13, 2024, the Company and Shongkawh amended the Patent License Agreement to adjust royalty payments due under this agreement to $1 per annum, payable within ten business days of the end of each fiscal year.

Amounts Due From Related Parties

During the nine months ended September 30, 2025, Aiultraprod Group Limited, a subsidiary acquired on June 23, 2025, advanced $69,900 to related parties for business expenditures paid on behalf of the Company. As of September 30, 2025, the receivable balance of $69,900 was reported as amounts due from related parties.

NOTE 11 – PREPAYMENTS AND OTHER ASSETS

	As of September 30, 2025		As of December 31, 2024

Advances to suppliers	$	2,394,639	$	—
Deductible VAT		19,697		—
Deposits		1,114		—
Prepayments and other assets	$	2,415,450	$	—

Advances to suppliers of $2,394,639 primarily relate to deposits for components, materials, and manufacturing services expected to be received and utilized within the next 12 months. Management monitors supplier performance and credit risk and evaluates advances for impairment if recovery becomes doubtful.

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NOTE 13 – EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding. Shares issued during the period and shares canceled during the period are weighted for the portion of the period that they were outstanding. Diluted earnings (loss) per share is computed in a manner consistent with that of basic earnings per share while giving effect to all potentially dilutive shares of common stock outstanding during the period, which include the assumed conversion of all outstanding convertible securities. Diluted earnings (loss) per share were the same as basic net income (loss) per share for the three and nine months ended September 30, 2024, as shares issuable upon the conversion of the then-outstanding convertible securities were anti-dilutive as a result of the net loss incurred for those periods.

The table below sets forth the computation of basic and diluted earnings (loss) per share:


	For the three months ended September 30,						For the nine months ended September 30,
	2025			2024			2025			2024

Numerator:
Net income (loss)	$	384,747		$	(83,703	)	$	196,495		$	(258,892	)

Denominator:
Basic – weighted average shares outstanding		35,311,829			78,076,881			42,398,398			78,170,883
Effect of dilutive securities:
Convertible note		74,184			—			74,184			—
Series A preferred shares		178,950,000			—			178,950,000			—
Diluted – weighted average shares outstanding		214,336,013			78,076,881			221,422,582			78,170,883

Earnings (loss) per share:
Earnings (loss) per share: Basic	$	0.01		$	(0.00	)*	$	0.01		$	(0.00	)*
Earnings (loss) per share: Diluted	$	0.00	*	$	(0.00	)*	$	0.00	*	$	(0.00	)*

^* Less than US$0.005

NOTE 14 – CONVERTIBLE DEBT AND DERIVATIVE LIABILITY

On September 18, 2025, the Company issued a $150,000 convertible promissory note to CFI Capital LLC bearing interest at 6% per annum and maturing on September 18, 2026. The note is convertible into shares of the Company’s common stock, beginning six months after the issuance date. The conversion price is variable and is set at a significant discount to the market price, equal to 60% of the Company’s lowest trading price during the 15 trading days preceding the conversion date.

The total gross proceeds from the note were $150,000. However, the Company received net cash proceeds of $119,200, after deducting a $5,000 legal fee paid, $10,800 of the placement agent commission, and $13,500 of the original issue discount.

The Company elected the fair value model to account for the convertible note. The fair value was calculated using the Monte Carlo valuation method. The fair value on issuance day was $158,687.

As of September 30, 2025, fair value was estimated at $159,371.

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NOTE 15 – REDEEMABLE NON-CONTROLLING INTEREST

The Company consolidates Zhejiang Jizhu Technology Co., Ltd. (“Zhejiang Jizhu”) following the acquisition of Aiultraprod Group Limited. Certain minority investors of Zhejiang Jizhu hold noncontrolling equity interests with redemption features not solely within the Company’s control. Accordingly, these non-controlling interests are classified outside permanent equity as redeemable non-controlling interests (temporary equity) in accordance with ASC 480-10-S99.

The redeemable non-controlling interests represent equity interests held by certain minority investors of Zhejiang Jizhu. Holders of these interests retain rights to participate in Zhejiang Jizhu’s residual net assets on the same basis as other equity holders. However, pursuant to investment agreements entered into in December 2024, such investors have the right to require redemption of their equity interests upon the occurrence of certain contingent events, including failure to complete an initial public offering, failure to satisfy specified contractual conditions, or failure to achieve certain operational performance targets of Zhejiang Jizhu.

The redemption amount is determined in accordance with the contractual provisions and is generally calculated based on the original investment amount plus a simple annual return of 6% or 8%, as applicable. The redemption obligation is primarily attributable to the founder, and Zhejiang Jizhu has joint liability under the agreement.

At each reporting date, the Company evaluates the carrying amount of the redeemable non-controlling interests. The redeemable non-controlling interests are subsequently measured at the greater of:

(i) the carrying amount recognized upon acquisition, adjusted for the redeemable non-controlling interest holders’ proportionate share of net income or loss, other comprehensive income, and other changes in equity; or

(ii) the redemption value determined in accordance with the contractual redemption provisions.

Any increases required to accrete the carrying amount of redeemable noncontrolling interests to their redemption value are recorded as adjustments to retained earnings, or, in the absence of retained earnings, as adjustments to additional paid-in capital, and are not recognized in consolidated net income.

Changes in the Company's redeemable non-controlling interests during the nine months ended September 30, 2025 and fiscal year ended December 31, 2024 were as follows:

	As of September 30, 2025			As of December 31, 2024

Redeemable non-controlling interest at the beginning of the period	$	—		$	—
Redeemable non-controlling interest acquired in business combination		716,586			—
Net profit (loss) attributable to redeemable non-controlling interests		12,888			—
Accretions adjustment to the redemption value		(2,318	)		—
Redeemable non-controlling interest at the ending of the period	$	727,156		$	—

NOTE 16 – CONTINGENCY/LEGAL

As of September 30, 2025, no director, executive officer, or promoter has been involved in legal proceedings requiring disclosure under Item 103 of Regulation S‑K during the past ten years. From time to time, the Company may be subject to routine litigation incidental to its business. The Company is not a party to any pending legal proceedings that, individually or in the aggregate, are expected to have a material adverse effect on its business, financial condition, results of operations, or cash flows.

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NOTE 17 – SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025, up to November 21, 2025 that the unaudited condensed consolidated financial statements were available to be issued.

Share Exchange and Cancellations

On November 11, 2025, the Company entered into Share Exchange Agreements two unrelated shareholders whereby it issued an aggregate of 400 shares of its Series A Preferred Stock in exchange for an aggregate of 4,000,000 shares of its common stock.

All shares of common stock received in these stock exchanges were subsequently canceled. No consideration was paid or received in connection with the share exchanges.

Share Issuances

On November 5, 2025, the Company issued an aggregate of 56,413 shares of its common stock, $0.001 par value, to two independent consultants. These shares were valued at an aggregate of $224,048.75, or approximately $3.97 per share.

As of November 19, 2025, the Company had 31,370,414 shares of its common stock issued and outstanding and 18,095 shares of its Series A Preferred Stock issued and outstanding.

The Company evaluated subsequent events through the date these financial statements were issued and concluded that, other than the matters noted above, there were no additional events requiring recognition or disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers with an understanding of the business activities, financial position, and operating results of SecureTech Innovations, Inc. (“SecureTech” or the “Company”). This MD&A should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 31, 2025.

This discussion contains forward-looking statements that reflect our current plans, expectations, and assumptions. Actual results may differ materially from those described due to various risks and uncertainties. These statements are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are identified by words such as “anticipate,” “believe,” “expect,” “intend,” and similar expressions. You are cautioned not to place undue reliance on these statements, which speak only as of the date hereof.

In Management’s opinion, all necessary adjustments of a normal and recurring nature have been included to present fairly our financial condition and results of operations for the nine-month periods reported.

Business Overview

SecureTech Innovations, Inc. is a technology-driven company focused on advancing artificial intelligence, industrial 3D printing and additive manufacturing, blockchain-based security systems, and digital infrastructure solutions. Our portfolio includes:

•		AI UltraProd, acquired during the fiscal period ended June 30, 2025, which now serves as our primary business segment and represents a significant expansion into AI-driven 3D industrial manufacturing. This acquisition resulted in the recognition of $8,450,439 of goodwill (see Note 3 – Goodwill) on our September 30, 2025 consolidated balance sheet.

•		Piranha Blockchain, a startup with minimal current operations. However, we continue to explore strategic M&A initiatives to identify potential operating targets and capitalize on this business segment.

•		Top Kontrol, a legacy product line offering a patented autonomous anti-theft and anti-carjacking system. Top Kontrol is being restructured under Terra Nova Technologies, Inc. in preparation for a potential spin-off and listing on the OTCQB marketplace under its own ticker symbol.

AI UltraProd’s operating results were first consolidated in our financial statements beginning on June 23, 2025, the date we completed the acquisition. As a result, the quarter ended June 30, 2025 included only a few days of AI UltraProd’s post‑acquisition activity. The quarter ended September 30, 2025 is therefore the first full fiscal quarter that reflects AI UltraProd’s results for the entire period.

Our business segments continue to pursue distinct commercial strategies. SecureTech provides centralized oversight of finance, governance, SEC compliance, and merger‑and‑acquisition activities, with the objective of enhancing long‑term shareholder value.

Corporate History

SecureTech was incorporated in the State of Wyoming on March 2, 2017, under the name SecureTech, Inc. On December 20, 2017, the Company amended its Articles of Incorporation to change its name to SecureTech Innovations, Inc.

SecureTech has established several wholly owned subsidiaries to support its strategic growth initiatives:

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•		On November 19, 2021, and November 25, 2021, SecureTech formed Piranha Blockchain, Inc., a Wyoming corporation, and Piranha Blockchain, Ltd., an Anguilla-based international business company, respectively (collectively, “Piranha”).

•		On January 27, 2025, SecureTech incorporated two additional Wyoming-based subsidiaries: Terra Nova Technologies, Inc. and Top Kontrol, LLC.

•		On June 6, 2025, SecureTech formed AI UltraProd, Inc., also a Wyoming corporation.

On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., SecureTech acquired 100% of Aiultraprod Group Limited, a Hong Kong limited liability company. Aiultraprod Group Limited owns a 90% equity interest in Zhejiang Jizhu Technology Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (collectively, “AI UltraProd”).

Corporate Structure

The following diagram illustrates our corporate structure as of September 30, 2025:

Recent Events

Appointment of New President and Chief Executive Officer

Effective January 14, 2025, SecureTech appointed J. Scott Sitra as President, Chief Executive Officer, Principal Executive Officer, and member of the Board of Directors. Mr. Sitra brings executive leadership and strategic guidance across SecureTech’s portfolio. Concurrently, Kao Lee, who previously served in those roles, transitioned to the newly created position of General Manager of Top Kontrol. Mr. Lee’s responsibilities now focus exclusively on advancing the development and

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commercialization of the Top Kontrol product line. Mr. Sitra will oversee SecureTech’s enterprise-level operations, business strategy, and execution.

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

On February 14, 2025, the Company completed Phase 1 of its strategic share reduction initiative by canceling 43,100,000 shares of common stock, reducing the number of issued and outstanding shares by approximately 55%. Management believes this reduction is a material enhancement to SecureTech’s capital structure and shareholder value. Phase 2 of the Share Reduction Program is anticipated to be completed within fiscal year 2025, with the goal of reducing the total number of issued and outstanding common shares to under 20 million.

Completed Landmark Acquisition of Aiultraprod Group Limited and Subsidiaries

On June 23, 2025, through its wholly owned subsidiary AI UltraProd, Inc., SecureTech acquired 100% of the equity interests of Aiultraprod Group Limited, a Hong Kong limited liability company. As part of this acquisition, SecureTech also assumed indirect majority ownership in two operating subsidiaries, Zhejiang Jizhu Technology Co., Ltd. and Jizhu Technology (Huzhou) Co., Ltd., each a limited liability company organized under the laws of the People’s Republic of China.

Key highlights of this transaction include:

•		FY2024 Revenue (audited): US$2.9 million

•		Technology Differentiation: AI-powered industrial 3D printing systems that deliver scalable, high-precision manufacturing solutions.

•		Intellectual Property Portfolio: 24 issued patents, one pending patent, and 20 patent applications in progress.

•		Growth Strategy: SecureTech intends to pursue aggressive expansion of AI UltraProd operations, including a potential spin-off and uplisting to the NASDAQ Capital Market as a standalone public company, subject to applicable regulatory approvals and market conditions.

Uplisting to OTCQB Venture Market

On August 1, 2025, SecureTech’s common stock commenced trading on the OTCQB^® Venture Market under the ticker symbol “SCTH”. The OTCQB is recognized by the SEC as an established public market and serves as the initial tier for early-stage and emerging growth companies within the OTC framework. Companies listed on the OTCQB must meet rigorous financial reporting standards, maintain current filings with the SEC or a U.S. banking regulator, and annually verify company information and management certification. SecureTech’s uplist from the OTCID to OTCQB provides enhanced transparency, increased liquidity, and stronger visibility within the capital markets.

Craft Capital Management, LLC Engagement

On August 7, 2025, SecureTech engaged Craft Capital Management, LLC as its exclusive investment banking partner to support capital formation, uplisting to a national securities exchange, and strategic mergers and acquisitions. This partnership aims to strengthen SecureTech’s financial position and accelerate its growth initiatives following its recent acquisition of AI UltraProd. The collaboration is expected to enhance shareholder value and position SecureTech for scalable expansion in advanced technology sectors.

Engagement of Ajene Watson, LLC

On October 6, 2025, SecureTech engaged Ajene Watson, LLC (“AWLLC”), a business management and financial services consultancy specializing in development-stage and microcap companies. The nine-month engagement is designed to:

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•		Establish a Bitcoin and Ethereum treasury management strategy;

•		Facilitate introductions to potential strategic partners and distribution channels to support AI UltraProd’s planned 2026 entry into the U.S. market; and

•		Enhance investor communications and disclosure practices to align with SEC expectations and improve transparency.

AWLLC will also advise management on capital markets positioning and best practices for microcap issuers.

Engagement of Solutions Accounting Group

On October 13, 2025, SecureTech engaged Solutions Accounting Group, a full-service accounting and advisory firm that provides outsourced finance department functions, tax advisory, and fractional CFO services. Under this engagement, Solutions Accounting Group will:

•		Provide part-time CFO support, including assisting with the preparation of quarterly and annual financial statements and related SEC filings;

•		Assist with financial reporting, audit coordination, and regulatory compliance matters; and

•		Support management with budgeting, internal controls, and other CFO level responsibilities.

This engagement is intended to strengthen SecureTech’s financial reporting infrastructure and ensure timely, accurate compliance with U.S. GAAP and SEC disclosure requirements.

Engagement of Public Yield Capital

On October 21, 2025, SecureTech engaged Public Yield Capital, a firm specializing in investor outreach and capital markets engagement for emerging growth companies. Public Yield Capital focuses on equity crowdfunding channels such as Regulation A+, Regulation CF, and Regulation D, and combines investment marketing, investor relations, and scalable engagement tools. Under this engagement, Public Yield Capital will:

•		Develop and manage a compliant investor awareness and communications program;

•		Expand SecureTech’s visibility among retail and institutional investors;

•		Support efforts to increase market liquidity and broaden the shareholder base; and

•		Enhance overall investor relations strategy in alignment with SEC and FINRA guidelines.

This engagement is intended to strengthen SecureTech’s capital markets presence and support future fundraising initiatives.

2025 Roadmap: Driving Innovation and Growth

Under the leadership of our newly appointed President and Chief Executive Officer, J. Scott Sitra, SecureTech is repositioning its strategic focus to support accelerated growth, operational efficiency, and long-term shareholder value. In 2025, the Company is executing on a defined set of core initiatives, each aimed at transforming its business platform and expanding its market presence.

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The principal strategic objectives include:

•		Recapitalization Strategy: SecureTech intends to strengthen its capital structure through a combination of short-term bridge financing, intermediate funding instruments, and long-term capital solutions. These efforts are expected to improve liquidity and support the Company’s operational and strategic goals.

•		Aggressive M&A Pipeline: We continue to pursue targeted acquisition opportunities designed to enhance technological capabilities, expand our operating footprint, and create synergies across our business segments. Our M&A strategy is focused on complementary technologies and accretive growth.

•		Ongoing Share Reduction Program: Building on the initial phase of the share reduction initiative completed in February 2025, the Company aims to further reduce its total issued and outstanding common shares to under 20 million by the end of fiscal year 2025. Management believes this continued reduction will positively impact capital efficiency and investor value.

•		Market Listing Advancement: Following our successful uplisting to the OTCQB Venture Market in August 2025, SecureTech is actively preparing for an uplisting to either the NASDAQ Capital Market or the New York Stock Exchange. These efforts are intended to improve capital access, enhance institutional visibility, and expand our investor base.

•		Divestiture and Spin-Off of Top Kontrol: As part of our portfolio optimization strategy, SecureTech intends to spin off its Top Kontrol product line into a separately traded entity listed on the OTCQB Venture Market. Loyal shareholders will receive a special dividend as part of the spin-off transaction, subject to regulatory approval and market conditions.

•		Investor Awareness and Outreach Program: SecureTech will launch a comprehensive investor relations initiative to expand communication, raise brand awareness, and introduce the Company to a broader financial and investment audience. This effort will align messaging with strategic milestones and help support long-term market engagement.

AI UltraProd

AI UltraProd has innovated and deployed a next-generation industrial technology platform that integrates artificial intelligence with proprietary 3D printing systems to transform traditional manufacturing workflows. Its end-to-end solution spans conceptual design, production, and delivery management—dramatically reducing lead times and operational costs while enhancing precision and scalability.

As of September 30, 2025, AI UltraProd’s intellectual property portfolio includes 24 issued patents, one pending patent, and 20 additional patent applications in progress.

Business Model

AI UltraProd’s business model combines AI-powered design software with proprietary industrial 3D printing hardware—including the GR1, RF1, RC1, and RT1 printer series—and advanced materials such as ultra-high-performance concrete (UHPC), polymers, and metal powders. AI UltraProd generates revenue through five primary channels: (i) hardware sales, (ii) recurring robotic consumables, (iii) innovative AI-focused algorithms and services to AI-focused large data centers, (iv) printed parts contracts, and (v) technical consulting and support services.

For the fiscal year ended December 31, 2024, AI UltraProd reported audited revenue of US$2.9 million with a gross margin of 36.5%. Management projects FY2025 revenue of approximately US$10 million.

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Core Capabilities and Value Proposition

AI UltraProd’s offerings deliver measurable benefits across multiple industries:

•		On-Demand Manufacturing Services: Design-for-Additive-Manufacturing (DfAM) consulting, simulation, and rapid prototyping services that reduce lead times from weeks to days.

•		AI-Driven Robotic Construction Solutions: AI-driven robotic concrete printers, proprietary UHPC formulations, and AI-based generative design tools for smart, sustainable infrastructure.

•		AI-Focused Large Data Centers: Utilizing its cutting-edge AI-driven robotic platforms, AI UltraProd provides services to large data centers, including comprehensive solution design, technical support, and software-hardware integration using its proprietary algorithm platforms.

•		Industrial Devices and Materials: Quad-laser metal printers (DLM-500P series), modular polymer printers, and a catalog of advanced metal powders and polymer resins with embedded AI monitoring and predictive maintenance capabilities.

Technology Differentiation

AI UltraProd’s competitive advantages include:

•		AI-Driven Efficiency: Proprietary workflows that enable up to 80% profit margins on select jobs with only 20% capital input.

•		Accelerated Time-to-Market: 3D printed shoe molds delivered in under 24 hours, compared to traditional 7–10 day cycles, reducing OEM launch timelines by up to 80%.

•		Sustainability Leadership: Patented UHPC mixes incorporating fly ash and steel slag waste, reducing carbon intensity and supporting LEED certification goals.

Commercial Applications

AI UltraProd’s technology has been deployed at scale by leading Asian manufacturers to produce athletic shoe sole molds for global brands including Nike, Adidas, Puma, Skechers, and Peak. Its AI-powered 3D printing systems are also being used in full-scale commercial construction projects, enabling the fabrication of buildings, bridges, and other infrastructure using UHPC, metal powders, and polymer resins.

Market Position and Competitive Landscape

AI UltraProd competes with ICON (construction), COBOD (3D construction printers), and Markforged (industrial polymers). Key differentiators include AI-generated parametric design, proprietary UHPC mixing capabilities, and quick-release build plates that enable up to 30% faster cycle times compared to peer technologies.

According to a 2024 report by IMARC report, the global 3D concrete printing market was valued at US$3.4 billion and is projected to reach US$315.4 billion by 2033, representing a compound annual growth rate (CAGR) of 57.1% from 2025 to 2033. Management believes this market expansion presents a significant growth opportunity for AI UltraProd.

For more information on AI UltraProd’s products and technologies, or to view demonstration videos, please visit www.aiultraprod.com.

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Piranha Blockchain

SecureTech is advancing its commitment to digital security and decentralized infrastructure through its wholly owned subsidiaries operating under the Piranha Blockchain brand (“Piranha”). Piranha is focused on developing next-generation blockchain, Web3, and cybersecurity platforms that enable secure digital asset management, enhance online privacy, and protect users from emerging cyber threats.

•		Green Energy Data Centers: Development of secure, low-cost data centers powered by renewable energy, designed to support blockchain operations while minimizing environmental impact.

•		Advanced Cybersecurity Solutions: Deployment of proprietary cybersecurity hardware and software to protect client data, digital identities, and assets from theft, ransomware, and other malicious attacks.

•		Blockchain Infrastructure & Crypto Platforms: Creation of robust systems for cryptocurrency mining, digital asset storage, and trading exchanges, supporting the evolving needs of the blockchain ecosystem.

Revenue Model

Piranha intends to generate revenue through four primary channels:

•		Product Sales: One-time sales of cybersecurity hardware and software applications.

•		Subscription Services: Recurring revenue from cybersecurity subscriptions and hosting services.

•		Cryptocurrency Ventures: Mining operations, third-party rig hosting, and joint venture initiatives.

•		Transaction Fees: Fees from crypto exchanges, trading, and fiat conversions.

Growth Strategy

Piranha’s expansion strategy combines internal innovation with targeted acquisitions:

•		Internal Development: Investment in proprietary technologies and product innovation to drive organic growth.

•		Strategic Acquisitions: Identification and acquisition of synergistic businesses to accelerate market penetration and expand capabilities.

SecureTech’s recent partnership with RockerFunder, LLC, a New York-based financial and marketing consultancy, is expected to enhance Piranha’s investor relations, blockchain initiatives, and overall market positioning. This collaboration supports Piranha’s broader mission to become a leader in secure digital infrastructure and Web3 innovation.

For more information, visit piranhablockchain.com.

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Top Kontrol Product Line

Top Kontrol^® is a next-generation automotive security system engineered to prevent both passive theft and active carjacking—without requiring any action from the driver. Unlike conventional vehicle immobilizers, Top Kontrol is designed to protect occupants during real-time threats, making it the most advanced anti-theft and anti-carjacking solution available today.

Key Features and Benefits

Top Kontrol’s patented technology delivers comprehensive protection through:

ü		Anti-Theft Circuits: Actively prevent unauthorized vehicle access and operation.
ü		Idle Theft Prevention: Automatically stops theft even when keys are in the ignition and the engine is idling.
ü		Carjacking Defense: Detects and responds to carjacking attempts with both active and passive countermeasures.
ü		Non-Interference Design: Seamlessly integrates without disrupting OEM vehicle systems.
ü		Universal Compatibility: Works with most car and truck makes and models.
ü		Manual Engine Kill Switch: Enables manual engine shutdown for added control.
ü		Wireless Code Security: Blocks attempts to intercept or spoof wireless security signals.
ü		Battery-Independent Operation: Functions even when the vehicle’s battery is disabled.

Market Landscape and Competitive Advantage

In 2024, U.S. vehicle thefts surged to 850,708 incidents, marking a 105% increase since 2019. Top Kontrol competes with brands such as Viper, Clifford, and OEM-integrated immobilizers. Its key differentiator is automated anti-carjacking defense—a feature unmatched by competitors and increasingly vital in high-risk urban environments.

Corporate Strategy and Spin-Off Plans

SecureTech Innovations is currently restructuring Top Kontrol under its wholly owned subsidiary, Terra Nova Technologies, Inc., in preparation for a planned spin-off on the OTCQB Venture Market. This strategic move is designed to unlock shareholder value and position Top Kontrol as a leading independent provider of automotive safety technology.

Learn More

To explore Top Kontrol’s capabilities or view product demonstration videos, including real-world reenactments of carjacking scenarios, visit topkontrol.com or the Top Kontrol YouTube Channel.

Competition

SecureTech, through its subsidiaries AI UltraProd, Piranha Blockchain, and Top Kontrol, operates in highly competitive industries. Success depends on our ability to continuously develop innovative technologies and market them effectively. Our strategy centers on attracting a substantial customer base to support sustained profitability.

We face intense competition from established companies with significant financial resources, deep operating histories, and strong market presence. Their advantages in marketing, purchasing power, and negotiating leverage present ongoing challenges. Furthermore, emerging startups and lesser-known rivals continue to enter the space with disruptive solutions.

Despite the breadth and scale of our target markets offering room for successful competition, technological evolution remains rapid and unpredictable. To remain relevant and resilient, SecureTech prioritizes adaptability and continuous innovation across all its business segments.

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Manufacturing

SecureTech’s manufacturing operations span multiple geographies.

AI UltraProd Products

AI UltraProd’s additive construction systems are assembled in Ningbo and Hangzhou, PRC, using a modular supply chain of local CNC, laser, and materials vendors. AI UltraProd maintains ISO 9001-certified quality processes and leases 128 m² of office space for its headquarters and 197 m² of production space in Zhejiang Province. AI UltraProd does not operate any long-term take-or-pay material contracts and sources metal powders from qualified domestic mills under annual framework agreements.

Top Kontrol Products

Top Kontrol is manufactured by US-based contract manufacturers, with the final assembly taking place at our Minnesota headquarters. We deliberately avoid long-term or exclusivity agreements to preserve flexibility in selecting partners and responding to market demands.

All Top Kontrol products are proudly labeled “Made in the USA.”

Government Regulation

SecureTech products meet all applicable regulatory requirements. We actively monitor changes in the regulatory landscape to ensure ongoing compliance.

AI UltraProd

Compliant with ISO 9001 and CE directives for exported equipment. Construction-grade UHPC is certified under PRC GB/T 50082‑2019 durability standards. Export classifications fall under U.S. BIS EAR99. No current products are subject to ITAR or EU dual‑use regulations, to the Company’s knowledge.

Piranha Blockchain

Actively monitors and aligns with SEC and CFTC digital asset regulations, FinCEN AML/KYC guidelines, and OFAC sanctions lists. Compliance personnel review protocol updates quarterly.

Top Kontrol

Certified by the Federal Communications Commission (FCC) with a Declaration of Conformity issued in March 2020.

Compliance with Environmental Laws

As of September 30, 2025, SecureTech has not incurred material expenses related to environmental compliance. We anticipate no such costs in the foreseeable future and remain in full compliance with existing environmental regulations.

Intellectual Property Rights and Proprietary Information

Innovation is a core pillar of SecureTech’s competitive strategy. We protect our technologies using a combination of patents, trademarks, trade secrets, and contractual safeguards, including nondisclosure agreements.

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

·SecureTech holds an exclusive license to U.S. Patent No. 8,436,721 — "Automobile Theft Protection and Disablement System" — issued on May 7, 2013 to Shongkawh, LLC, a related party controlled by co-founder Kao Lee. This license extends through the patent’s expiration on March 19, 2030.

·AI UltraProd holds 24 issued PRC patents, including CN219214112U for quick-release large-format build plates, with one patent pending and 20 additional applications in progress. It also owns twelve copyrighted software packages for generative design, slicing, simulation, and robotic control.

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Patent Strategy

We actively pursue patent applications for novel product features, disclosing critical components to our patent counsel under confidentiality prior to public release. Patent applications may not always be granted or may exclude key claims.

Trademark Protection

SecureTech owns federally registered trademarks, including SECURETECH INNOVATIONS^® and TOP KONTROL^®. Trademark applications for PIRANHA BLOCKCHAIN and AI ULTRAPROD are currently pending with the U.S. Patent and Trademark Office (USPTO).

Confidentiality Agreements

All employees, consultants, and third-party vendors are bound by nondisclosure agreements, prohibiting the disclosure of confidential company information during and after their engagement.

Employees

As of September 30, 2025, SecureTech employed 29 individuals across all business units, comprised of 22 full-time employees, three part-time employees, and four interns.

Property and Equipment

SecureTech’s principal executive offices are in leased office space located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113.

AI UltraProd leases executive office space in Hong Kong and operates production facilities from leased industrial premises in Zhejiang Province, PRC.

SecureTech does not own or lease any other property or equipment.

Available Information

Our SEC filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Proxy Statements, are available free of charge at securetechinnovations.com and through the SEC’s website at sec.gov. These documents are posted promptly after electronic filing or furnishing.

Note: The contents of SecureTech’s website are not incorporated by reference into this report.

Third-Party Information

This report incorporates market data and industry insights from a variety of reputable sources, including independent analysts and market research firms. Management supplements this information with internal estimates and analysis.

While we consider these sources reliable, we have not independently verified the underlying methodologies or assumptions. As such, all projections and estimates carry inherent uncertainties that may materially impact actual outcomes.

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Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

The following table sets forth the results of our operations for the three months ended September 30, 2025, and 2024.

			Three Months ended September 30,
			2025		2024
Sales		$	3,736,527	$	-
Cost of goods sold			(2,822,792)		-
Gross profit			913,735		-
Operating expenses			(446,923)		(81,642)
Profit (loss) from operations			466,812		(81,642)
Other (expense)			(51,564)		(2,061)
Net profit (loss)		$	429,005	$	(83,703)
	Less: net profit attributable to redeemable non-controlling interests		12,888		-
	Less: net profit attributable to non-controlling interests		31,370		-
Net profit (loss) attributable to SecureTech shareholders			384,747		(83,703)

Sales

Sales for the three months ended September 30, 2025, totaled $3,736,527, compared to $-0- for the same period in 2024, representing an increase of $3,736,527 compared to the previous fiscal period. The increase in sales is the result of SecureTech’s acquisition of AI UltraProd. Sales were attributable as follows:

		Three Months ended September 30,
		2025		2024
AI UltraProd products	$	3,338,975	$	-
AI UltraProd services		397,552		-
Total sales		3,736,527		-

Cost of Goods Sold

Cost of goods sold for the three months ended September 30, 2025, was $2,822,792, compared to $-0- for the same period of 2024. As a percentage of overall sales, the cost of goods sold was 75.5% during the three months ended September 30, 2025.

Gross Profit

Gross profit for the three months ended September 30, 2025, was $913,735, compared to $-0- for the same period of 2024. Our gross profit margin was 24.5% during the three months ended September 30, 2025.

Operating Expenses

			Three Months Ended September 30,
			2025		2024
Operating expenses:
	General and administrative	$	341,882	$	81,642
	Selling and marketing expenses		18,956		-
	Research and development		85,674		-
	Government grants		411		-
	Operating expenses	$	446,923	$	81,642

Our operating expenses for the fiscal period consisted of three components: general and administrative expenses, selling and marketing expenses, and research and development expenses. Total operating expenses were $446,923 during the three months ended September 30, 2025, compared to $81,642 for the same period of 2024, representing an increase in operating expenses

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of $365,281, or 447.4%, from the three months ended September 30, 2024. The increase in operating expenses is a result of SecureTech’s acquisition of AI UltraProd.

Profit (Loss) From Operations

As a result of the foregoing, our profit from operations was $466,812 during the three months ended September 30, 2025, compared with a loss of ($81,642) for the same period of 2024. The swing from an operating loss to an operating profit is the result of SecureTech’s acquisition of AI UltraProd.

Other Income (Expense)

Our other income (expense) is comprised of bank interest received on cash deposits, interest paid on outstanding loans, and other non-operating items. During the three months that ended September 30, 2025, we had a loss of ($51,564) in other income (loss) compared to a loss of ($2,061) in other income (expense) for the same period of 2024.

Net Profit (Loss)

The result was that our net profit was $429,005 during the three months ended September 30, 2025, compared with a net loss of ($83,703) for the same period of 2024. After taking into consideration redeemable non-controlling interests of $12,888 and non-controlling interests of $31,370 for the three months ended September 30, 2025, SecureTech generated a net profit of $384,747 that was attributable to SecureTech’s shareholders.

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table sets forth the results of our operations for the nine months ended September 30, 2025 and 2024.

			Nine Months ended September 30,
			2025		2024
Sales		$	3,736,527	$	14,235
Cost of goods sold			(2,822,792)		3,421
Gross profit			913,735		10,814
Operating expenses			(626,861)		(265,868)
Profit (loss) from operations			286,874		(255,054)
Other (expense)			(59,878)		(3,838)
Profit (loss) before income taxes			226,996		(258,892)
Provision (benefit) for income taxes			(13,757)		-
Net profit (loss)		$	240,753	$	(258,892)
	Less: net profit attributable to non-controlling interests		12,888		-
	Less: net profit attributable to non-controlling interests		31,370		-
Net profit (loss) attributable to SecureTech shareholders			196,495		(258,892)

Sales

Sales for the nine months ended September 30, 2025, totaled $3,736,527, compared to $14,235 for the same period in 2024, representing an increase of $3,722,292, or a 26,148.9% increase compared to the previous fiscal period. The increase in sales is the result of SecureTech’s acquisition of AI UltraProd. Sales were attributable as follows:

		Nine Months ended September 30,
		2025		2024
AI UltraProd products	$	3,338,975	$	-
AI UltraProd services		397,552		-
Top Kontrol		-		14,235
Total sales		3,736,527		14,235

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Cost of Goods Sold

Cost of goods sold for the nine months ended September 30, 2025, was $2,822,792, compared to $3,421 for the same period of 2024. As a percentage of overall sales, the cost of goods sold was 75.5% during the nine months ended September 30, 2025.

Gross Profit

Our gross profit for the nine months ended September 30, 2025, was $913,735, compared to $10,814 for the same period in 2024. Our gross profit margin was 24.5% during the nine months ended September 30, 2025.

Operating Expenses

			Nine Months Ended September 30,
			2025		2024
Operating expenses:
	General and administrative	$	521,820	$	265,868
	Selling and marketing expenses		18,956		-
	Research and development		85,674		-
	Government grants		411		-
	Operating expenses	$	626,861	$	265,868

Our operating expenses for the fiscal period consisted of four components: general and administrative expenses, selling and marketing expenses, research and development expenses, and government grants. Total operating expenses were $626,861 during the nine months ended September 30, 2025, compared to $265,868 for the same period of 2024, representing an increase in operating expenses of $360,993, or 135.8%, from the nine months ended September 30, 2024. The increase in operating expenses is a result of SecureTech’s acquisition of AI UltraProd.

Profit (Loss) From Operations

As a result of the foregoing, our profit from operations was $286,874 during the nine months ended September 30, 2025, compared with a loss of ($255,054) for the same period of 2024. The swing from an operating loss to an operating profit is the result of SecureTech’s acquisition of AI UltraProd.

Other Income (Expense)

Our other income (expense) is comprised of bank interest received on cash deposits, interest paid on outstanding loans, and other non-operating items. During the nine months that ended September 30, 2025, we had a loss of ($59,878) in other income (loss) compared to a loss of ($3,838) in other income (expense) for the same period of 2024.

Net Profit (Loss)

The result was that our net profit was $240,753 during the nine months ended September 30, 2025, compared with a net loss of ($258,892) for the same period of 2024. After taking into consideration redeemable non-controlling interests of $12,888 and non-controlling interests of $31,370 for the nine months ended September 30, 2025, SecureTech generated a net profit of $196,495 that was attributable to SecureTech’s shareholders.

Total Stockholders’ Equity

Our stockholders’ equity attributable to SecureTech shareholders was $10,366,412 as of September 30, 2025.

Liquidity and Capital Resources

As of September 30, 2025, SecureTech Innovations, Inc. had cash and cash equivalents of $394,370, compared to no cash balances at December 31, 2024. The increase reflects cash generated from operations and financing activities during the nine‑month period. Total current assets were $5.5 million, primarily consisting of accounts receivable of $1.0 million, inventories of $1.5 million, and prepayments of $2.4 million. Non‑current assets totaled $11.4 million, driven largely by non-current accounts receivable, intangible patent assets, and goodwill recognized in connection with the acquisition of AI UltraProd.

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Total current liabilities increased to $4.3 million at September 30, 2025, compared to $0.4 million at December 31, 2024. The increase was primarily attributable to short‑term borrowings of $2.5 million, accounts payable of $1.1 million, and accrued expenses of $0.2 million. Non‑current liabilities were $0.7 million, consisting of $0.2 million in operating lease obligations and $0.5 million in deferred tax liabilities. As a result, total liabilities were $5.1 million, and total stockholders’ equity improved to $11.1 million, compared to a deficit of $0.4 million at year‑end 2024.

For the nine months ended September 30, 2025, SecureTech generated revenues of $3.7 million and reported net income attributable to shareholders of $0.2 million, compared to a net loss of $0.3 million for the same period in 2024. Gross profit was $0.9 million, reflecting a gross margin of approximately 25%. Operating cash flows for the period were impacted by working capital changes, including increases in receivables, inventories, and prepayments associated with scaling AI UltraProd operations.

Cash Flows

For the nine months ended September 30, 2025:

•		Operating activities: Net cash used by operating activities was approximately ($0.23 million), compared to net cash used in operating activities of ($0.05 million) for the same period in 2024. The difference is primarily the result of acquiring AI UltraProd and beginning its integration process.

•		Investing activities: Net cash used in investing activities during the nine months ended September 30, 2025, was primarily related to the acquisition of AI UltraProd and capital expenditures for equipment. We acquired ($0.2 million) in new equipment and recorded a $0.4 million benefit from the acquisition of AI UltraProd during the nine months ended September 30, 2025. We did not have material investing cash flows in the prior year period.

•		Financing activities: Net cash provided by financing activities during the nine months ended September 30, 2025, was driven by short‑term borrowings of $1.1 million, issuance of preferred shares in connection with the AI UltraProd acquisition, and issuance of common shares for cash. These financing activities were critical to supporting operations and funding strategic initiatives. In the prior year period, financing cash flows were limited to small issuances of common stock.

•		Overall change in cash: As a result of the above activities, cash and cash equivalents increased to $394,370 at September 30, 2025, compared to no cash balances at December 31, 2024. Management believes that existing cash resources, together with anticipated operating cash flows, will be sufficient to meet near‑term obligations. However, execution of our growth strategy — including planned uplisting to a national exchange, continued M&A activity, and the spin‑off of Top Kontrol — will require additional capital. We expect to pursue a combination of bridge financing, longer‑term debt facilities, and equity issuances to support these initiatives..

Liquidity Outlook

Management believes that existing cash resources, together with anticipated revenues from AI UltraProd and other subsidiaries, will be sufficient to meet operating needs over the next twelve months. However, the Company’s growth strategy — including planned uplisting to a national exchange, continued M&A activity, and the spin‑off of Top Kontrol — will require additional capital. We expect to pursue a combination of short‑term bridge financing, longer‑term debt facilities, and equity issuances to support these initiatives. There can be no assurance that such financing will be available on favorable terms, or at all.

SecureTech’s ability to continue as a going concern is dependent upon successful execution of its recapitalization strategy, maintaining positive cash flows from operations, and securing additional financing as needed. Management continues to monitor liquidity closely and is committed to aligning expenditures with available resources while pursuing strategic growth opportunities.

Critical Accounting Policies

Use of Estimates

The accompanying financial statements of SecureTech have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon

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future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. Actual results may vary from these estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, SecureTech considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2025 and December 31, 2024, SecureTech had no cash equivalents.

Fair Value of Financial Instruments

ASC 820, “Fair Value Measurements,” and ASC 825, Financial Instruments, require an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. It establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. It prioritizes the inputs into three levels that may be used to measure fair value:

Level		Description

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

Inventory and Cost of Sales

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

Revenue Recognition

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

Revenue Recognition; ASC 606 Five-Step Model

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

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tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

SecureTech maintains a valuation allowance with respect to deferred tax assets. SecureTech establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration SecureTech’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

Changes in circumstances, such as SecureTech generating taxable income, could cause a change in judgment about its ability to realize the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Recent Accounting Pronouncements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable since we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

In accordance with Rule 13a-15(b) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to assess the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our Management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure due to a material weakness.

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

Management’s Quarterly Report on Internal Control over Financial Reporting

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

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Based on Management’s assessment, we have concluded that, as of September 30, 2025, our internal control over financial reporting was not effective in timely alerting Management to the material information relating to us required to be included in our annual and interim filings with the SEC.

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

•		SecureTech does not have an Audit Committee; and

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

These weaknesses have existed since SecureTech’s inception on March 2, 2017, and have not been remedied as of September 30, 2025. In addition, in connection with the Restatement described in the Explanatory Note to this Amendment, Management identified an additional material weakness relating to the Company’s accounting and financial reporting controls over complex equity instruments and balance sheet asset classifications, which existed as of September 30, 2025 and had not been remediated as of the date of this Amendment.

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

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

•		Establish an Audit Committee comprised solely of independent directors.

Management believes that addressing the identified material weaknesses requires the addition of at least three independent directors with appropriate professional business and accounting experience, a solid understanding of U.S. GAAP, and familiarity with securities regulatory compliance and financial reporting requirements.

As of September 30, 2025, SecureTech was actively recruiting qualified independent director candidates and expects to appoint a minimum of three new independent board members during the fiscal quarter ending December 31, 2025. These directors are expected to serve as the Company’s Audit Committee.

Management believes that the appointment of these independent directors and the establishment of an Audit Committee will remediate the remaining material weaknesses in the Company’s internal control over financial reporting before the end of the current fiscal period.

With respect to the additional material weakness identified in connection with the Restatement, Management intends to enhance its accounting policies, technical accounting review procedures, and levels of review applicable to the classification of redeemable non-controlling interests and other complex equity instruments, and to the classification of accounts receivable and other balance sheet items between current and non-current categories, including through engagement of outside technical accounting resources where necessary.

Changes in Controls and Procedures

In connection with the Restatement described in the Explanatory Note to this Amendment, Management identified an additional material weakness in our internal control over financial reporting relating to our accounting and financial reporting controls over complex equity instruments and balance sheet asset classifications, which existed as of September 30, 2025. Other than as described above, there have been no changes in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to material affect, our internal control over financial reporting.

Table of Contents

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

During the past ten years, no director, person nominated to become a director or executive officer, or promoter of SecureTech has been involved in any legal proceeding that would require disclosure hereunder.

From time to time, we may become subject to various legal proceedings and claims that arise in the ordinary course of our business activities. However, litigation is subject to inherent uncertainties for which the outcome cannot be predicted. Any adverse result in these or other legal matters could arise and cause harm to our business. We currently are not a party to any claim or litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business.

Item 1A. Risk Factors

Not applicable since we are a smaller reporting company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. 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

10.1

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

S-1

333-223078

10.1

2/16/2018

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

10.3

Acquisition and Stock Purchase Agreement dated June 23, 2025

8-K

10.3

6/24/25

10.4

Incubation Operating Agreement dated June 23, 2025

8-K

10.4

6/24/25

10.5

Amendment No. 1 (dated July 14, 2025) to the Incubation Operating Agreement (dated June 23, 2025)

8-K

10.5

7/16/25

14.1

Code of Ethics adopted May 12, 2022

8-K

14.1

5/16/2022

31.1

Certification of J. Scott Sitra, Principal Executive Officer pursuant to Exchange Act Rules 13a‑14(a)/15d‑14(a)

31.2

Certification of Anthony Vang, Principal Financial Officer pursuant to Exchange Act Rules 13a‑14(a)/15d‑14(a)

32.1

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

Table of Contents

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)

[Signatures on Following Page]

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

SECURETECH INNOVATIONS, INC.

Dated: August 5, 2026

By:

/s/ J. Scott Sitra

President, Chief Executive Officer,

Principal Executive Officer, and Director

Dated: August 5, 2026

By:

/s/ Anthony Vang

Chief Financial Officer, Treasurer, Secretary,

Principal Financial Officer,

Principal Accounting Officer, and Director

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

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

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

	Note		September 30, 2025 (unaudited)				December 31, 2024 (audited)
Current liabilities:
Accounts payable				$	1,112,702			$	14,205
Accounts payable, related party					46,598				50,978
Contract liabilities		6			87,996				—
Notes payable, unrelated parties					186,495				—
Notes payable, related parties					188,914				39,611
Operating lease liabilities, current portion					98,894				—
Short-term borrowings		7			2,452,592				—
Accrued expenses and other current liabilities					150,422				338,865
Total current liabilities				$	4,324,613			$	443,659

Non-current liabilities:
Operating lease liabilities, net of current portion				$	198,816			$	—
Deferred tax liabilities					536,525				—
Total non-current liabilities				$	735,341			$	—

Total liabilities:				$	5,059,954			$	443,659

Mezzanine equity:
Mezzanine equity: Redeemable non-controlling interest		15		$	727,156			$	—

Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 50,000,000 shares authorized; 17,895 and 13,400 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively					18				13
Common stock, $0.001 par value, 500,000,000 shares authorized; 35,311,829 and 78,086,881 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively					35,312				78,087
Contingent consideration		8		$	1,652,910			$	—
Additional paid in capital					10,177,111				1,196,426
Accumulated deficit					(1,518,073	)			(1,714,568	)
Accumulated other comprehensive loss					19,134				—

Total equity attributable to:
SecureTech shareholders				$	10,366,412			$	(440,042	)
Non-controlling interests					699,380				—
Total stockholders’ equity (deficit)				$	11,065,792			$	(440,042	)

Total liabilities and stockholders’ equity				$	16,852,902			$	3,617

•		Our ability to execute our growth strategies
•		Supply chain disruptions and general price inflation
•		Our ability to maintain favorable relationships with suppliers and manufacturers
•		Competition from more established and better financed competitors
•		Our ability to attract and retain competent and qualified personnel
•		Regulatory changes and developments affecting our business
•		Our ability to obtain additional capital to finance operations
•		Managing a “just right” product inventory size and mix
•		Impacts on our business from epidemics, pandemics, or natural disasters
•		Our ability to remediate the material weakness in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or to maintain effective disclosure controls and procedures and internal control over financial reporting
•		Other risks and uncertainties, including those listed in the section titled “Risk Factors” contained in our filings with the United States Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.


	Series A Preferred Stock				Common Stock						Additional Paid In		Contingent		Accumulated			Other Comprehensive		SecureTech			Non-Controlling
	Shares		Amount		Shares			Amount			Capital		Consideration		Deficit			Gain (Loss)		Shareholders			Interests		Total
Balance as of December 31, 2024 (audited)		13,400	$	13		78,086,881		$	78,087		$	1,196,426	$	—	($	1,714,568	)	$	—	($	440,042	)	$	—	$	(440,042	)
Issuance of common shares for cash
Issuance of common shares for cash, shares
Issuance of preferred shares for acquisition
Issuance of preferred shares for acquisition, shares
Issuance of common stock for settlement of accrued payroll		—		—		322,448			322			322,126		—		—			—		322,448			—		322,448
Share exchange		100		1		(1,000,000	)		(1,000	)		999		—		—			—		—			—		—
Share exchange, related parties		4,210		4		(42,100,000	)		(42,100	)		42,096		—		—			—		—			—		—
Acquisition of non-controlling interest
Accretions of redeemable NCI to redemption value
Foreign currency translation adjustments
Imputed interest		—		—		—			—			1,204		—		—			—		1,204			—		1,204
Net loss		—		—		—			—			—		—		(94,365	)		—		(94,365	)		—		(94,365	)
Balance as of March 31, 2025 (unaudited)		17,710	$	18		35,309,329		$	35,309		$	1,562,851	$	—	($	1,808,933	)	$	—	($	210,755	)	$	—	($	210,755	)
Issuance of common shares for cash		—		—		2,500			3			4,997		—		—			—		5,000			—		5,000
Issuance of preferred shares for acquisition		185		—		—			—			8,565,500		1,652,910		—			—		10,218,410			719,376		10,937,786
Imputed interest		—		—		—			—			1,739		—		—			—		1,739			—		1,739
Net loss		—		—		—			—			—		—		(93,887	)		—		(93,887	)		—		(93,887	)
Balance as of June 30, 2025 (unaudited)		17,895	$	18		35,311,829		$	35,312		$	10,135,087	$	1,652,910	($	1,902,820	)	$	—	$	9,920,507		$	719,376	$	10,639,883


	Series A										Additional
	Preferred Stock				Common Stock						Paid In		Accumulated
		Shares		Amount		Shares			Amount			Capital		Deficit			Total
Balance, December 31, 2023		3,200	$	3		79,862,655		$	79,863		$	1,076,391	($	1,305,128	)	($	148,871	)
Share exchange, related party		200		—		(1,795,774	)		(1,796	)		1,796		—			—
Net loss		—		—		—			—			—		(81,481	)		(81,481	)
Balance, March 31, 2024		3,400	$	3		78,066,881		$	78,067		$	1,078,187	($	1,386,609	)	($	230,352	)
Issuance of common shares for cash		—		—		10,000			10			9,990		—			10,000
Net loss		—		—		—			—			—		(93,708	)		(93,708	)
Balance, June 30, 2024		3,400	$	3		78,076,881		$	78,077		$	1,088,177	($	1,480,317	)	($	314,060	)
Net loss		—		—		—			—			—		(83,703	)		(83,703	)
Imputed interest		—		—		—			—			1,063		—			1,063
Balance, September 30, 2024		3,400	$	3		78,076,881		$	78,077		$	1,089,240	($	1,564,020	)	($	396,700	)