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NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS
12 Months Ended
Dec. 31, 2025
Note 2 Restatement Of Previously Issued Consolidated Financial Statements  
NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

 

As disclosed in Item 4.02 of our Form 8-K filed on August 5, 2026, we have restated our previously issued audited consolidated financial statements as of and for the year ended December 31, 2025 (the “Affected Annual Period”), including the related consolidated balance sheets, statements of operations, statements of changes in stockholders’ deficit, and statements of cash flows, together with the related notes to the consolidated financial statements. The Board of Directors also concluded that the Company’s previously issued unaudited interim financial statements for the periods ended June 30, 2025, September 30, 2025 and March 31, 2026 should no longer be relied upon; the corrections to those interim periods are reflected in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026 and are not presented in this Note.

 

We determined that the restatement was necessary following the identification of errors in the application of U.S. GAAP related to the presentation and accounting for long-term accounts receivable and redeemable non-controlling interest (“Redeemable NCI”) in the previously issued consolidated financial statements. The restatement corrects these errors and the resulting effects on the consolidated financial statements for the Affected Annual Period. The specific nature of the errors and the related adjustments are described below:

 

(1) Accounts Receivable, Current and Non-current Portions

 

The Company did not appropriately classify the portion of accounts receivable that was expected to be collected more than one year after the balance sheet date as non-current. As a result, the previously issued consolidated balance sheet did not appropriately present the amounts as “Accounts receivable, non-current portion.” The restatement corrects the classification of accounts receivable between current and non-current assets.

 

(2) Redeemable Non-controlling Interest and Non-controlling Interest

 

The Company did not appropriately classify the non-controlling interest subject to redemption provisions as redeemable non-controlling interest in accordance with U.S. GAAP. As a result, the previously issued consolidated balance sheet did not appropriately present the Redeemable NCI as mezzanine equity. The restatement corrects the classification of the Redeemable NCI from non-controlling interest to redeemable non-controlling interest, and corrects the allocation of net income between the Redeemable NCI and the non-redeemable non-controlling interests.

 

(3) Goodwill

 

As a result of the correction to the accounting and measurement of the Redeemable NCI, the fair value of the Redeemable NCI attributable to the applicable acquisition was misstated in the previously issued consolidated financial statements. This resulted in a corresponding misstatement of goodwill. The restatement corrects the measurement of the Redeemable NCI and the related amount of goodwill.

 

(4) Additional Paid-in Capital

 

As a result of the correction to the accounting and measurement of the Redeemable NCI, the previously recorded accretion of the Redeemable NCI and the related amounts recorded in additional paid-in capital (“APIC”) were misstated. The restatement corrects the accretion of the Redeemable NCI and the related APIC balances.

As a result of the errors described above, our previously issued audited consolidated financial statements for the Affected Annual Period were materially misstated. We have corrected these errors in the accompanying financial statements as of and for the year ended December 31, 2025. The impact of these corrections on our consolidated financial statements for the Annual Period is presented below.

 

The Restatement did not change total revenues, total operating expenses, income before income taxes, the provision for income taxes, net profit before allocation to non-controlling interests, or the net increase in cash for the year ended December 31, 2025. The Restatement changed the allocation of net profit between the Redeemable NCI and the non-redeemable non-controlling interests, the classification of accounts receivable between current and non-current assets, the classification of the Redeemable NCI outside of permanent equity, and the carrying amounts of goodwill and APIC. Net profit attributable to SecureTech shareholders was unchanged at $112,777, and the accretion of the Redeemable NCI recorded in APIC increased income available to common stockholders by $2,172, which did not change basic or diluted earnings per share as reported, in each case rounding to less than $0.005 per share. See Note 14 — Earnings (Loss) Per Share.



 

 

 

Table of Contents


The Company assessed the materiality of the errors in accordance with SEC Staff Accounting Bulletin No. 99 and No. 108 and concluded that the errors were material to the previously issued consolidated financial statements for the Annual Period. The related control deficiency and management’s remediation plan are described in Item 9A — Controls and Procedures.

 

Restated Audited Consolidated Balance Sheet as of December 31, 2025 — revised lines

 

   As Previously Reported on 10-K  Restatement Adjustment 

Adjustment

Note

  As Restated
Current assets:                    
   Accounts receivable, net  $3,118,317   $(1,185,096)   1   $1,933,221 
   Prepayments and other current assets  $3,383,420   $2    

a

   $3,383,422 
Total current assets  $8,705,863   $(1,185,094)       $7,520,769 
Non-current assets:                    
   Accounts receivable, net of non-current
   portion
  $     $1,185,097    1   $1,185,097 
   Goodwill  $5,977,783   $300,583    3   $6,278,366 
Total non-current assets  $10,183,753   $1,485,680        $11,669,433 
Total assets  $18,889,616   $300,586        $19,190,202 
Mezzanine equity:                    
   Redeemable non-controlling interest  $     $738,303    2   $738,303 
Stockholders’ equity (deficit):                    
   Additional paid in capital  $10,440,535   $2,172    4   $10,442,707 
   Accumulated other comprehensive loss  $76,889   $3    

a

   $76,892 
Total equity attributable to:                    
   SecureTech shareholders  $10,599,938   $2,175    2   $10,602,113 
   Non-controlling interests  $1,174,534   $(439,892)   2   $734,642 
Total stockholders’ equity (deficit)  $11,774,472   $(437,717)       $11,336,755 

 

 

(a)Represents a $2 rounding difference within prepayments and other current assets and a $3 rounding difference within accumulated other comprehensive income (loss), in each case arising in connection with the restatement adjustments described above. These amounts are individually and in the aggregate immaterial to the consolidated financial statements. 

 

Restated Audited Consolidated Statement of Operations — revised lines

 

   As Previously Reported on 10-K  Restatement Adjustment 

Adjustment

Note

  As Restated
Net profit (loss) before allocation to non-controlling interests  $203,298   $          $203,298 
   Less: Net profit attributable to redeemable non-controlling interests  $     $23,889    2   $23,889 
   Less: Net profit attributable to non-controlling interests  $90,521   $(23,889)   2   $66,632 
Net profit (loss) attributable to SecureTech shareholders  $112,777   $          $112,777 

 

Restated Audited Consolidated Statement of Changes in Stockholders’ Equity (Deficit) — new table

 

The following table presents the effect of the Restatement on the consolidated statement of changes in stockholders’ equity (deficit) for the year ended December 31, 2025. Only the captions affected by the Restatement are presented; all other captions were unchanged.



 

 

 

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   As Previously Reported on 10-K  Restatement Adjustment 

Adjustment

Note

  As Restated
   Issuance of preferred shares for acquisition (non-controlling interests)  $1,135,379   $(416,003)   2   $719,376 
   Issuance of preferred shares for acquisition (total)  $11,353,789   $(416,003)   2   $10,937,786 
   Foreign currency translation adjustments (other comprehensive income)  $76,889   $3    

a

   $76,892 
   Accretions of redeemable NCI to redemption value (additional paid-in capital)  $     $2,172    4   $2,172 
   Net gain (loss) (non-controlling interests)  $90,521   $(23,889)   2   $66,632 
   Net gain (loss) (total)  $203,298   $(23,889)   2   $179,409 

 

                     
Balance as of December 31, 2025 (additional paid in capital)  $10,440,535   $2,172    4   $10,442,707 
Balance as of December 31, 2025 (accumulated other comprehensive income)  $76,889   $3    

a

   $76,892 
Balance as of December 31, 2025 (SecureTech shareholders)  $10,599,938   $2,175        $10,602,113 
Balance as of December 31, 2025 (non-controlling interests)  $1,174,534   $(439,892)   2   $734,642 
Balance as of December 31, 2025 (total)  $11,774,472   $(437,717)       $11,336,755 

 

 

(a)Represents the $3 rounding difference within accumulated other comprehensive income referred to in the reconciliation of the consolidated balance sheet above, presented both as an adjustment to the foreign currency translation adjustments recorded during the year and in the corresponding ending balance. This amount is immaterial to the consolidated financial statements. 

 

The Redeemable NCI is presented outside of permanent equity and accordingly is not included in the consolidated statement of changes in stockholders’ equity (deficit). See Note 16 — Redeemable Non-controlling Interest.

 

Restated Audited Consolidated Statement of Cash Flows — revised lines

 

   As Previously Reported on 10-K  Restatement Adjustment 

Adjustment

Note

  As Restated
Cash flows from operating activities:                    
  Changes in operating assets and liabilities:                    
     Increase in accounts receivable  $(2,153,178)  $746,812    1   $(1,406,366)
    Increase in accounts receivable, net of
     current portion
  $     $(746,813)   

1, a

   $(746,813)
     Increase in accrued expenses and other
     current liabilities
  $1,228,974   $(2)   

a

   $1,228,972 
     Net cash used in operating activities  $(922,571)  $          $(922,571)

 

 

(a)Represents a $2 rounding difference within the change in accrued expenses and other current liabilities and a $1 rounding difference arising from the reclassification of accounts receivable between current and non-current portions described in (1) above, which together account for the $3 change in net cash used in operating activities and in the net increase in cash. These amounts are individually and in the aggregate immaterial to the consolidated financial statements. 

 

Supplemental disclosure of non-cash financing activities: accretion of the redeemable non-controlling interest recorded against additional paid-in capital was $2,172 for the year ended December 31, 2025.