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SCTH 10-K & 10-Q changes, risk factors and insider trading

Securetech Innovations, Inc. · OTC · Motor Vehicle Parts & Accessories · CIK 1703157 · All filings on SEC.gov

Everything below is quoted or computed from Securetech Innovations, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

47 / 22risk-factor paragraphs added / removed in latest 10-K
15new risk-factor headings
1Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-03-25 (period ending 2025-12-31) with 10-K filed 2025-03-31 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

47new paragraphs
22removed paragraphs
7reworded paragraphs
6,428 → 8,905words in section

New heading “Risks Related to Our Capital Structure and Public Company Status”

New heading “Risks Related to Ownership of Our Common Stock”

New heading “Our use of AI technologies may adversely impact our business, reputation, financial condition and results of operations.”

New heading “Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability.”

New heading “The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.”

New heading “Risks Related to Our Capital Structure and Public Company Status”

New heading “We expect that we will need to raise additional capital in the future, which may not be available on favorable terms, may be available only on terms that are dilutive to existing stockholders and could depress the market price of our common stock.”

New heading “Our capital structure and status as a closely held, “controlled company” will concentrate control with our Executive Officers and may limit your ability to influence corporate matters and result in corporate governance that differs from that of other public companies.”

New heading “Our status as a “smaller reporting company” allows us to avail ourselves of reduced disclosure and governance requirements, which may make our stock less attractive to investors.”

New heading “We will incur increased costs and demands on management as a result of being a public company, and if we fail to maintain effective internal controls over financial reporting and disclosure controls, we could harm our business and the trading price of our common stock.”

New heading “Risks Related to Ownership of Our Common Stock”

New heading “The market price of our common stock may be volatile and could decline significantly, and you may lose all or part of your investment.”

New heading “We may not be able to satisfy Nasdaq’s initial and continued listing requirements, and any failure to list or maintain our listing could reduce the liquidity and market price of our common stock.”

New heading “As we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our common stock for return on your investment.”

New heading “If securities or industry analysts do not publish research or reports about our business or if they issue unfavorable reports, our stock price and trading volume could decline.”

Removed heading “Our officers and directors may be subject to conflicts of interest.”

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

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

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

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

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: material weakness, restatement, investigation, lawsuit
“Our management team is relatively small and has limited experience managing a public company. We may face challenges in designing, implementing and maintaining effective internal controls and procedures within the time periods required by law. …”
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New text topics: lawsuit, cybersecurity incident, ai
“Further, any product created by us using AI technologies may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, any one of which may, among other things, require us to limit the ways in which we use AI technologies. …”
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New text topics: delist, liquidity
“If our listing application is not approved, our common stock will continue to trade on the OTCQB® Venture Market or another over-the-counter market. Following any initial listing, if we fail to satisfy Nasdaq’s continued-listing requirements, our common stock could be delisted. A delisting could materially reduce the liquidity and market price of our common stock, limit or preclude certain types of institutional investors from purchasing or holding our shares, reduce analyst coverage, and impair our ability to raise additional capital on acceptable terms. …”
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New text topics: liquidity
“We may not be able to satisfy Nasdaq’s initial and continued listing requirements, and any failure to list or maintain our listing could reduce the liquidity and market price of our common stock.”
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New text topics: artificial intelligence
“Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability.”
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Removed text topics: regulation
“We are subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.”
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Full comparison: every changed paragraph (76)

Green = added, red = removed. Unchanged paragraphs, 5 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

Risks Related to Planned Green Energy Data Centers and Blockchain Operations

Added

Risks Related to Our Capital Structure and Public Company Status

Added

Risks Related to Ownership of Our Common Stock

Added

Our use of AI technologies may adversely impact our business, reputation, financial condition and results of operations.

Added

We incorporate any may continue to incorporate artificial intelligence, machine learning, data science, and similar technologies (collectively, “AI”) in connection with our business operations and intend to increase this use over time. Our use of AI technologies carries certain risks, including regarding the accuracy and quality of AI outputs, which may or may be perceived to be inaccurate, incomplete, biased, misleading, discriminatory or otherwise inappropriate for our needs, which could adversely affect our business and reputation. Our use of AI, may also create legal and financial exposure, including for claims and liabilities associated with AI outputs that may be alleged to infringe the intellectual property rights of third parties.

Added

Furthermore, our use or any use by our contractors, consultants, vendors, or service providers, of third-party AI providers to process our confidential or other sensitive information could put the confidentiality of such information at risk, including if any such third-party AI provider breaches its contractual obligations to us, suffers cyber-attacks or intentionally or inadvertently discloses, or misuses our confidential or sensitive information or otherwise incorporates the same into publicly available training sets. In such an instance, it is possible that our confidential or other sensitive information could become available to third parties, including our competitors. We or our employees may use AI technologies, inadvertently or otherwise, in a manner that puts our confidential information or intellectual property rights at risk. Any of the foregoing risks may result in diversion of management’s attention and resources, and may harm our business, reputation, results of operations, financial condition and prospects.

Added

Further, any product created by us using AI technologies may not be subject to copyright protection, which may adversely affect our intellectual property rights in, or ability to commercialize or use, any such content. In the United States, a number of civil lawsuits have been initiated related to the foregoing and other concerns, any one of which may, among other things, require us to limit the ways in which we use AI technologies. To the extent that we do not have sufficient rights to use the data or other material or content used in or produced by the AI technologies we employ, or if we experience cybersecurity incidents in connection with our use of AI, it could adversely affect our reputation and expose us to legal liability or regulatory risk, including with respect to third-party intellectual property, privacy, data protection and cybersecurity, publicity, contractual or other rights. Further, our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively.

Added

Additionally, changes in AI technology could require us to make significant ongoing investments to maintain and upgrade our technological capabilities. We may not successfully implement these developments in a timely or cost-effective manner, or at all, and the AI technologies in which we invest may be less effective than expected, or become unavailable to us on favorable terms, or at all. We may also be impacted by risks related to evolving laws, regulations and standards regarding the development and use of AI technologies. Changes in laws, regulations or industry standards governing AI use could lead to increased costs and compliance requirement or restrict our ability to use certain AI technologies in our operations altogether.

Added

As the use of AI becomes more prevalent, we anticipate that it will continue to present new or unanticipated ethical, reputational, technical, operational, legal, competitive, and regulatory issues, among others. We expect that our incorporation of AI in our business will require additional resources, including the incurrence of additional costs, to develop and maintain our products and features to minimize potentially harmful or unintended consequences, to comply with applicable and emerging laws and regulations, to maintain or extend our competitive position, and to address any ethical, reputational, technical, operational, legal, competitive or regulatory issues which may arise as a result of any of the foregoing.

Added

Use of artificial intelligence in our operations could result in reputational or competitive harm and legal or regulatory liability.

Added

We may not be able to achieve the anticipated benefits of the AI initiatives, including expected costs savings. The use of AI also involves various operational, legal and competitive risks and challenges that could adversely affect our business, including cybersecurity vulnerabilities and evolving regulatory requirements across jurisdictions. The complex and evolving regulatory landscape surrounding AI technologies, including in respect of violations of intellectual property rights and data privacy concerns, creates compliance challenges and potential liability. The development and deployment of AI systems involve inherent technical complexities and uncertainties, and our AI systems may encounter unexpected technical difficulties, limitations or errors, including inaccuracies in data processing or flawed algorithms. Our competitors or other third parties may incorporate AI into their product development, product offerings, technology, and infrastructure operations and products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations.

Reworded

WeOur are currently producing and marketing our first-generation Top Kontrol product, which we planability to replacegrow withdepends a second-generation Top Kontrol product line later this fiscal year. There is uncertainty regardingon whether this new product line and its features will be well-received by the market inaccepts generalour current and future products and services, and we cannot assure you that any of our offerings will achieve or ifmaintain commercial success. Market demand for emerging technologies is uncertain, customer preferences may change, competing solutions may develop, and unforeseen events may leadreduce interest in our products. If our products fail to lower-than-expectedgain sales.broad Ifmarket this occurs,acceptance, it could force us to reduce our spending on research and development, advertising, and other essential company functions needed to improve and expand our product and service offerings. We cannot guarantee consumer demand or interest in our current or future products and services. A lack of market acceptance could have a material adverse effect on our business, results of operations, and overall financial condition.

Added

The majority of our patents and software copyrights are issued in China. Implementation of Chinese intellectual property-related laws has historically been ineffective, primarily due to ambiguities in Chinese laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as those in the United States or other developed countries. Furthermore, indemnifying unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend our patents. Such litigations and its results could cause substantial costs and diversion of resources and management attention, which could harm our business and growth.

Removed

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

Removed

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

Removed

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

Reworded

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

Removed

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

Removed

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

Reworded

Our independent registered public accounting firm has expressed their uncertainty about our business operations in their audit report dated audit report dated March 31,24, 2025,2026, which is part of the financial statements included in this Annualregistration Report on Form 10-K.statement. This indicates that there is substantial doubt about our ability to continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from this uncertainty. Consequently, we may have to cease operations, which could result in a total loss of your investment.

Reworded

Risks Related to Planned Green Energy Data Centers and Blockchain Operations

Added

The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

Added

The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs cryptocurrency assets based upon a computer-generated mathematical and/or cryptographic protocol. Large-scale acceptance of cryptocurrencies as a means of payment has not occurred, and may never occur. The growth of this industry in general, and the use of Bitcoin, in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur unpredictably. The factors include, but are not limited to:

Added

The outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effect on the value of any Bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account, which would harm investors in our securities.

Reworded

Purchasing shares in SecureTech is speculative in nature and involves significant risks. Our shares should not be purchased by anyone who cannot afford to lose their entire investment. SecureTech’s business plan and objectives are speculative, and we may not achieve them successfully. Shareholders in SecureTech may be unable to realize a substantial return on their investment or any return whatsoever, potentially losing their entire investment. Therefore, each prospective investor should read this Annualregistration Report on Form 10-Kstatement and all of its exhibits carefully and consult with their attorney, business advisor, and/or investment advisor.

Reworded

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

Added

Our common stock currently trades on the OTCQB® Venture Market, which generally provides less liquidity and visibility than a national securities exchange. We are presently working with our investment banker, Craft Capital Management, to submit an application to list our common stock (or a new class of our common stock) on Nasdaq in connection with a planned underwritten offering of our common stock, but there can be no assurance that our listing application will be approved or that our common stock will continue to meet Nasdaq’s listing standards after any such listing.

Added

The market price of our common stock may be highly volatile and subject to wide fluctuations, including declines that may occur immediately after our common stock begins trading on Nasdaq, regardless of our operating performance. In addition, the trading market for our common stock may be limited, and our public float is expected to be relatively small, which can increase volatility and the risk of rapid and substantial price movements in response to relatively small trades or changes in sentiment. Thin trading volumes can also make it easier for market participants to engage in short-term trading strategies that may increase volatility in the market price of our common stock.

Added

The market price of our common stock may decline significantly, and you may not be able to resell your shares at or above the price you paid, or at all. The market price of our common stock may fluctuate in response to many factors, some of which are beyond our control, including: variations in our operating results or credit-performance metrics; changes in expectations regarding our growth, profitability or capital needs; announcements by us or our competitors; changes in securities analysts’ estimates or the absence of analyst coverage; changes in laws or regulations affecting our business or our industry; actual or anticipated sales of a large number of shares, including by our officers, directors or other large stockholders; the impact of our dual-class structure, closely held ownership and controlled-company status; and general market, economic or geopolitical conditions.

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Added

Risks Related to Our Capital Structure and Public Company Status

Added

We expect that we will need to raise additional capital in the future, which may not be available on favorable terms, may be available only on terms that are dilutive to existing stockholders and could depress the market price of our common stock.

Added

We expect that we will need to raise additional capital in the future to support the growth of our business, including to fund business advances, absorb credit losses, invest in technology and operations, and meet regulatory and public-company requirements. We may seek such capital through a combination of equity, equity-linked and debt financings, including additional public offerings of common stock or other securities, private placements, at-the-market (“ATM”) programs, credit facilities, or other instruments.

Added

Additional capital may not be available on terms acceptable to us, or at all. If we raise capital through the issuance of equity or equity-linked securities, your ownership interest in our company will be diluted, and the issuance or potential issuance of such securities could depress the market price of our common stock. If we raise capital through debt financing, we may be subject to restrictive covenant sand other terms that could limit our operational and financial flexibility and increase our interest expense. If we are unable to obtain additional capital when needed, on acceptable terms and in the amounts required, we may be forced to reduce or delay originations, scale back our growth plans, curtail investments in technology and personnel or otherwise modify our business strategy, any of which could adversely affect our business, financial condition and results of operations.

Added

Our capital structure and status as a closely held, “controlled company” will concentrate control with our Executive Officers and may limit your ability to influence corporate matters and result in corporate governance that differs from that of other public companies.

Added

As of March 24, 2026, J. Scott Sitra, our Chief Executive Officer, Anthony Vang, our Treasurer and Secretary, and Kao Lee, our general manager beneficially own 79.2% of the aggregate voting power of our outstanding capital stock.

Added

As a result, we will be a “controlled company” under the corporate-governance standards of The Nasdaq Stock Market LLC(“Nasdaq”) for so long as more than 50% of the voting power of our outstanding capital stock is held by Messrs. Sitra, Vang and Lee, we will effectively be a closely held corporation with a single stockholder (together with his affiliates) exercising substantial control over our affairs. Under Nasdaq rules applicable to controlled companies, we are permitted to rely on certain exemptions from Nasdaq’s corporate-governance requirements, including exemptions from the requirements that a majority of our board of directors be independent and that our compensation and nominating and corporate-governance committees be composed entirely of independent directors. Although we do not currently intend to rely on these exemptions, we could elect to do so in the future. If we rely on one or more of these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all of Nasdaq’s corporate-governance requirements.

Added

Even if we do not rely on the controlled-company exemptions, our dual-class structure and the concentration of voting power with Messrs. Sitra, Vang and Lee will allow them to exert significant influence over all matters submitted to a vote of our stockholders, including the election and removal of directors, amendments to our organizational documents, mergers, asset sales and other significant corporate transactions. Messrs. Sitra, Vang and Lee’s interests may conflict with, and may not always be aligned with, those of our other stockholders. For example, they may be more focused on long-term strategic objectives, liquidity for his own holdings, tax or estate-planning considerations or other factors than maximizing short-term stock price performance.

Added

This concentrated control could discourage, delay, or prevent a change of control that stockholders may consider favorable, limit your ability to influence our corporate policies and adversely affect the market price and liquidity of our common stock. Investors who do not agree with the decisions of our controlling stockholders will be limited in their ability to change our management or strategy.

Added

Our status as a “smaller reporting company” allows us to avail ourselves of reduced disclosure and governance requirements, which may make our stock less attractive to investors.

Added

We are a “smaller reporting company” under SEC rules. As a smaller reporting company, we may take advantage of exemptions from various reporting and governance requirements applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and, in certain circumstances, exemptions from advisory votes on executive compensation and “golden parachute” payments. We have also elected to use the extended transition period for new or revised financial accounting standards applicable to smaller reporting companies, which means our financial statements may not be comparable to those of companies that adopt such standards on the effective applicable dates.

Added

In addition, securities class-action litigation could be brought against us in the event of a decline in the market price of our common stock. Any such litigation could result in substantial costs and divert management’s attention and resources, which could adversely affect our business, financial condition and results of operations.

Added

We will incur increased costs and demands on management as a result of being a public company, and if we fail to maintain effective internal controls over financial reporting and disclosure controls, we could harm our business and the trading price of our common stock.

Added

As a public company, particularly if we are successful in listing our common stock on Nasdaq, we will incur significant legal, accounting, insurance and other expenses that we did not incur as a private or OTC-traded company. These obligations include preparing and filing periodic and current reports with the SEC, complying with applicable listing-exchange rules, implementing and maintaining internal controls over financial reporting and disclosure controls and procedures, and satisfying other corporate-governance and compliance requirements.

Added

Our management team is relatively small and has limited experience managing a public company. We may face challenges in designing, implementing and maintaining effective internal controls and procedures within the time periods required by law. If we identify material weaknesses or significant deficiencies in our internal control over financial reporting, and if we are unable to remediate them in a timely manner, we could be unable to report our financial results accurately, on a timely basis or in compliance with SEC rules, and we could face restatements, regulatory investigations, sanctions, investor lawsuits, loss of investor confidence and declines in the trading price of our common stock.

Added

Risks Related to Ownership of Our Common Stock

Added

The market price of our common stock may be volatile and could decline significantly, and you may lose all or part of your investment.

Added

OTCQB® Venture Market, which generally provides less liquidity and visibility than a national securities exchange. We are presently working with our investment banker, Craft Capital Management, to submit an application to list our common stock (or a new class of our common stock) on Nasdaq in connection with a planned underwritten offering of our common stock, but there can be no assurance that our listing application will be approved or that our common stock will continue to meet Nasdaq’s listing standards after any such listing.

Added

The market price of our common stock may be highly volatile and subject to wide fluctuations, including declines that may occur immediately after our common stock begins trading on Nasdaq, regardless of our operating performance. In addition, the trading market for our common stock may be limited, and our public float is expected to be relatively small, which can increase volatility and the risk of rapid and substantial price movements in response to relatively small trades or changes in sentiment. Thin trading volumes can also make it easier for market participants to engage in short-term trading strategies that may increase volatility in the market price of our common stock.

Showing the first 60 of 76 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

38new paragraphs
24removed paragraphs
13reworded paragraphs
2,744 → 3,440words in section

New heading “Business Overview”

New heading “Provision for Income Taxes”

New heading “Liquidity Outlook”

New heading “Service Revenue”

New heading “Contracts with Multiple Performance Obligations”

Removed heading “Ongoing and Future Capital Funding Efforts”

Removed heading “Revenue Recognition; General Right of Return”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: going concern, liquidity
“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.”
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New text topics: liquidity
“Liquidity Outlook”
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New text topics: goodwill, ai
“As of December 31, 2025, SecureTech Innovations, Inc. had cash and cash equivalents of $233,825, compared to no cash balances at December 31, 2024. The increase reflects cash generated from operations and financing activities during the fiscal year. Total current assets were $8.7 million, primarily consisting of accounts receivable of $3.1 million, inventories of $1.9 million, and prepayments of $3.4 million. Non-current assets totaled $10.2 million, driven largely by acquired intangible assets (patents) and goodwill recognized in connection with the acquisition of AI UltraProd.”
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New text topics: liquidity, ai
“·Operating activities: Net cash used in operating activities increased to approximately $0.9 million from $0.05 million during the same period in 2024. The rise in cash used by operating activities is mainly due to increases of $2.2 million in accounts receivable, $0.7 million in inventories, and $0.5 million in prepayments related to scaling AI UltraProd operations. These increases in current assets reflect SecureTech’s growth path but also indicate short-term liquidity needs.”
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New text
“Contracts with Multiple Performance Obligations”
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Removed text
“Revenue Recognition; General Right of Return”
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Full comparison: every changed paragraph (75)

Green = added, red = removed. Unchanged paragraphs, 3 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Added

The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto. This section contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including those under “Risk Factors,” that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. You should not place undue reliance on these forward-looking statements, which speak only as of the date of March 24, 2026. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed discussion of the risks and uncertainties that could cause actual results to differ from those described in these forward-looking statements, you should read “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.”

Added

Business Overview

Added

SecureTech Innovations, Inc. is a technology-driven company focused on developing and commercializing artificial intelligence–driven manufacturing systems, blockchain‑based digital infrastructure, and innovative automotive safety technologies. Our mission is to deliver secure, efficient, and scalable technology solutions across industrial, digital, and consumer markets. We operate through three primary business units—AI UltraProd, Piranha Blockchain, and Terra Nova Technologies (Top Kontrol product line)—each addressing distinct high‑growth sectors with significant long‑term demand drivers. Our portfolio includes:

Removed

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

Removed

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

Reworded

Comparison of the Fiscal Years Ended December 31, 20242025 and 2023 The following table sets forth the results of our operations for the fiscal years ended December 31, 2024 and 2023.

Added

The following table sets forth the results of our operations for the fiscal years ended December 31, 2025, and 2024.

Reworded

Sales for the fiscal year ended December 31, 2024,2025, amountedtotaled to $14,235,$7,720,757, compared to $48,024$14,235 for the same period in 2023.2024, Thisrepresenting representsan a decreaseincrease of ($33,789),$7,706,522, or (70.4%).54,137.8%, compared to the previous fiscal period. The declineincrease in overall sales canis bethe attributed to potential customers postponing purchases in anticipationresult of theSecureTech’s upcoming releaseacquisition of theAI next-generationUltraProd. TopSales Kontrolwere productattributable line.as follows:

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Our costCost of goods sold primarily includes the purchasing of components and circuitry from various vendors, followed by production at third-party contract manufacturing facilities. The final assembly is conducted at our headquarters in Minnesota. Forfor the fiscal year ended December 31, 2024, the cost of goods sold2025, was $3,421,$5,818,498, compared to $12,429$3,421 for the same period inof 2023.2024. As a percentage of overall sales, the cost of goods sold was 24.0%75.4% in 2024, compared to 25.9% induring the previous fiscal year.year ended December 31, 2025.

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Gross profit for the fiscal year ended December 31, 2024,2025, was $10,814,$1,902,259, compared to $35,595$10,814 for the same period inof 2023.2024. TheOur gross profit margin was 76.0%24.6% in 2024, compared to 74.1% forduring the previous fiscal year.year ended December 31, 2025.

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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 $1,666,510 during the fiscal year ended December 31, 2025, compared to $265,868 for the same period of 2024, representing an increase in operating expenses of $1,400,642, or 526.8%, from the fiscal year ended December 31, 2024. The increase in operating expenses is a result of SecureTech’s acquisition of AI UltraProd.

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

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Profit (Loss) From Operations

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As a result of the foregoing, our lossprofit from operations was ($403,586)$235,749 forduring the fiscal year ended December 31, 2024,2025, compared towith a loss of ($368,264$255,054) for the same period inof 2023.2024. ThisThe representsswing from an increaseoperating loss to an operating profit is the result of $35,322,SecureTech’s oracquisition 2.6%.of HigherAI expenses related to compensation were the primary factor for this increase.UltraProd.

Added

Our other income (expense) is comprised of change in fair value of notes payable, bank interest received on cash deposits, interest paid on outstanding loans, and other non-operating items. During the fiscal year ended December 31, 2025, we had ($150,041) in other income (expense) comprised of ($4,304) in change in fair value of notes payable, $76 in bank interest received on cash deposits, ($77,489) in interest paid on outstanding loans, and ($68,324) in other non-operating expenses. This compares to ($5,854) in other income (expense) comprised solely of interest paid on outstanding loans for the same period of 2024. The increase in other income (expense) is largely due to SecureTech’s acquisition of AI UltraProd.

Added

Provision for Income Taxes

Added

During the fiscal year ended December 31, 2025, we recorded a tax deferral gain of $117,590, compared to no provision for income taxes during the same period of 2024. The tax deferral gain is the result of SecureTech’s acquisition of AI UltraProd.

Removed

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

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Net Profit (Loss)

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The result was that our net profit was $203,298 during the fiscal year ended December 31, 2025, compared with a net loss of ($258,892) for the same period of 2024. After taking into consideration non-controlling interests of $90,521 for the fiscal year ended December 31, 2025, SecureTech generated a net profit of $112,777 that was attributable to SecureTech’s shareholders, and is the result from SecureTech’s acquisition of AI UltraProd.

Removed

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

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Total Stockholders’ Equity (Deficit).

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Our stockholders’ equity was $10,599,938 as of December 31, 2025 compared to a stockholders’ deficit of ($440,042) on December 31, 2024. The improvement in stockholders’ equity is primarily the result from SecureTech’s acquisition of AI UltraProd.

Removed

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

Added

As of December 31, 2025, SecureTech Innovations, Inc. had cash and cash equivalents of $233,825, compared to no cash balances at December 31, 2024. The increase reflects cash generated from operations and financing activities during the fiscal year. Total current assets were $8.7 million, primarily consisting of accounts receivable of $3.1 million, inventories of $1.9 million, and prepayments of $3.4 million. Non-current assets totaled $10.2 million, driven largely by acquired intangible assets (patents) and goodwill recognized in connection with the acquisition of AI UltraProd.

Added

Total current liabilities increased to $6.4 million as of December 31, 2025, compared to $0.4 million as of December 31, 2024. Total current liabilities primarily consisted of short-term borrowings of $2.5 million, accounts payable of $1.5 million, and accrued expenses of $1.3 million. Non-current liabilities were $0.7 million, consisting of operating lease obligations and deferred tax liabilities. As a result, total liabilities were $7.1 million, and total stockholders’ equity improved to $10.6 million, compared to a deficit of $0.4 million at year-end 2024.

Added

For the fiscal year ended December 31, 2025, SecureTech generated revenues of $7.7 million and reported net income attributable to shareholders of $0.1 million, compared to a net loss of $0.3 million for the same period in 2024. Gross profit was $1.9 million, reflecting a gross margin of approximately 24.6%. 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.

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Cash Flows

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For the fiscal year ended December 31, 2025:

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·Operating activities: Net cash used in operating activities increased to approximately $0.9 million from $0.05 million during the same period in 2024. The rise in cash used by operating activities is mainly due to increases of $2.2 million in accounts receivable, $0.7 million in inventories, and $0.5 million in prepayments related to scaling AI UltraProd operations. These increases in current assets reflect SecureTech’s growth path but also indicate short-term liquidity needs.

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·Investing activities: Net cash used in investing activities during the fiscal year ended December 31, 2025, was primarily related to the acquisition of AI UltraProd and capital expenditures for equipment. We did not have material investing cash flows in the prior year period.

Added

·Financing activities: Net cash provided by financing activities during the fiscal year ended December 31, 2025, was driven by short-term borrowings of $1.1 million, proceeds of $0.6 million from the issuance of notes payable, 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.

Added

·Overall change in cash: As a result of the above activities, cash and cash equivalents increased to $233,825 at December 31, 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 a 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 additional bridge financing, longer-term debt facilities, and equity issuances to support these initiatives

Added

Liquidity Outlook

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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 additional 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.

Added

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.

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

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

Removed

Ongoing and Future Capital Funding Efforts

Removed

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

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Our independent registered public accounting firm issued a going concern opinion in their audit report dated March 31,24, 2025. This report is included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31,24, 2025. This opinion indicates that our auditors believe there is substantial doubt about our ability to continue as an ongoing business for the next 12 months.

Reworded

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 dependsis ondependent 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.

Reworded

ASC 820, “Fair Value MeasurementsMeasurements,” 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:

Removed

Net Loss per Share Calculation

Removed

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

Added

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.

Removed

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

Removed

Top Kontrol requires installation by a Certified Top Kontrol Technician. To become a Certified Top Kontrol Technician, an automotive technician must complete a free online course through the Top Kontrol website (www.topkontrol.com). Failure to have Top Kontrol installed by a Certified Top Kontrol Technician voids the product’s limited liability warranty.

Removed

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

Removed

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

Reworded

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

Added

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.

Added

Sales of Goods

Added

SecureTech recognizes revenue from the sale of (i) robotic products and related hardware, (ii) derivative products, and (iii) Top Kontrol product line offerings when control of the goods transfers to the customer. For these arrangements, SecureTech’s performance obligation is satisfied upon completion of delivery and installation of the related hardware and software.

Added

Hardware and software products are delivered using SecureTech’s employees and inventory purchased from third‑party vendors. SecureTech has concluded that it acts as the principal in these transactions because it controls the goods and services before they are transferred to the customer, is primarily responsible for fulfilling the promise to deliver and install the products, and bears the risk of loss while inventory is in transit. Accordingly, revenue is recognized on a gross basis at a point in time when control transfers to the customer.

Added

Robotic products and hardware equipment include systems used in construction, renewable energy, port logistics, and autonomous warehousing. Sales revenue also includes turnkey hardware and equipment solutions for AI computing centers, smart hospitals, smart campuses, smart water management systems, and other intelligent infrastructure applications.

Showing the first 60 of 75 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-19 (period ending 2026-06-30) with 10-Q filed 2026-05-15 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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The section in the latest 10-Q reads in full:

As a smaller reporting company, we are not required to include a full risk factor section in this Quarterly Report on Form 10-Q. However, we are required to disclose any material changes to the risk factors previously described in our Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on August 8, 2026. There have been no developments occurring during or subsequent to the quarter ended June 30, 2026 that would represent a material change to, or require an update to, the risk factors previously disclosed.

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Paragraph as it now reads, with added and removed wording marked:

As a smaller reporting company, we are not required to include a full risk factor section in this Quarterly Report on Form 10-Q. However, we are required to disclose any material changes to the risk factors previously described in our Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on MarchAugust 25,8, 2026. There have been no developments occurring during or subsequent to the quarter ended MarchJune 31,30, 2026 that would represent a material change to, or require an update to, the risk factors previously disclosed.
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Reworded

As a smaller reporting company, we are not required to include a full risk factor section in this Quarterly Report on Form 10-Q. However, we are required to disclose any material changes to the risk factors previously described in our Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on MarchAugust 25,8, 2026. There have been no developments occurring during or subsequent to the quarter ended MarchJune 31,30, 2026 that would represent a material change to, or require an update to, the risk factors previously disclosed.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

76new paragraphs
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6,375 → 7,150words in section

New heading “Nomination of Three Independent Director Candidates”

New heading “Appointment of Anthony Vang as Chief Financial Officer”

New heading “Comparison of the Six Months Ended June 30, 2026 and 2025”

New heading “Cost of Goods Sold”

New heading “Operating Expenses”

New heading “Loss From Operations”

New heading “Other Expense, Net”

New heading “Benefit for Income Taxes”

New heading “Total Stockholders’ Equity”

New heading “Intangible Assets”

Removed heading “Engagement of Public Yield Capital”

Removed heading “Note Regarding Third-Party Information”

Removed heading “Total Stockholders’ Equity (Deficit)”

Removed heading “Revenue Recognition; ASC 606 Five-Step Model”

Removed heading “Service Revenue”

Removed heading “Contracts with Multiple Performance Obligations”

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New text topics: impairment, goodwill
“Goodwill is tested for impairment at the reporting unit level. The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that impairment exists, or if the Company elects to bypass the qualitative assessment, the Company performs a quantitative impairment test by comparing the reporting unit’s fair value with its carrying amount, including goodwill. …”
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New text topics: impairment, goodwill
“Goodwill represents the excess of the purchase price and other consideration transferred over the fair value of identifiable net assets acquired in a business combination. Goodwill is not amortized but is tested for impairment at least annually and more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.”
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Removed text topics: goodwill, ai
“As of March 31, 2026, SecureTech Innovations, Inc. had cash and cash equivalents of $407,580 compared to $6,485 for the same period in 2025. The increase reflects the acquisition of AI UltraProd on June 23, 2025, cash generated from operations, and financing activities. Total current assets were $8.5 million, primarily consisting of accounts receivable of $2.4 million, inventories of $1.1 million, and prepayments of $4.4 million. …”
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Reworded topics: liquidity, ai

Paragraph as it now reads, with added and removed wording marked:

·Operating activities: Net cash used in operating activities was approximately $1.1$2.2 million, compared to $0.1 million forin the sameprior-year periodperiod, inwhich 2025.preceded our acquisition of AI UltraProd. The increaseFY2026 usage was driven primarily drivenby our net loss and by a $1.2$2.4 million increase in prepayments to suppliers and a $1.27 million decrease in accounts payable and accrued liabilities as we scaled production, partially offset by a $1.0$1.4 million increase in prepaymentscontract to suppliers related to the scaling of AI UltraProd operations. These working capital movements reflect SecureTech's active growth trajectoryliabilities and near-terma liquidity$0.9 managementmillion requirements.reduction in inventories.
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Reworded topics: liquidity, ai

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Our principal liquidity demandsneeds relateare to ourfund efforts to generate sales, manufacture inventory,inventory and covermanufacturing, expendituressupport relatedthe togrowth sales,of our AI UltraProd operations, meet our debt service and regulatory compliance,compliance costs, and provide for general corporate purposes. We intendhave tohistorigcally meetfunded ourthese liquidity needs, including capital expenditures for manufacturing inventory and business expansion, primarilyneeds through cash flow from operationsoperations, short-term bank borrowings, notes payable, and sales of our securities.
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New text
“Comparison of the Six Months Ended June 30, 2026 and 2025”
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The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide readers with an understanding of the business activities, financial position, and operating results of SecureTech Innovations, Inc. (“SecureTech” or the “Company”). This MD&A should be read together with our unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, as well as our audited financial statements for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on Form 10-K on March 25, 2026, as amended by Amendment No. 1 thereto on Form 10-K/A filed with the SEC on August 5, 2026.

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·AI UltraProd, acquired on June 23, 2025, now serves as our primary operating business and currently generates substantially all of our consolidated revenues.

Added

·Piranha Blockchain, an early‑stage enterprise that is focused on building digital‑asset infrastructure and cybersecurity capabilities.

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·Terra Nova Technologies (Top Kontrol product line), a legacy product line undergoing restructuring in preparation for a planned spin‑off onto the OTCQB marketplace.

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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.

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

Added

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

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

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

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·On May 9, 2026, SecureTech’s Hong Kong subsidiary, Aiultraprod Group Limited, established a wholly owned subsidiary in China called AiUltraProd (Ningbo) Technology Co., Ltd.

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·On May 21, 2026, SecureTech’s Hong Kong subsidiary, Aiultraprod Group Limited, established a majority owned subsidiary in China called AiUltraProd (Guangzhou) Technology Co., Ltd. SecureTech indirectly owns 51% of this newly created subsidiary.

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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. As of June 30, 2026, Aiultraprod Group Limited owns a 90%88.2% 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”).

Reworded

The following diagram illustrates our corporate structure as of MayJune 15,30, 2026:

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EffectiveOn January 14, 2025, SecureTech appointed J. Scott Sitra as its new President, Chief Executive Officer, Principal Executive Officer, and member of the Board of Directors. Mr. Sitra brings extensive executive leadership experience and provides strategic guidance across SecureTech'sSecureTech’s entireportfolio. portfolioConcurrently, Kao Lee, who previously served in those roles, transitioned to the position of businessGeneral units.Manager Heof isTop responsibleKontrol, forand overseeingnow SecureTech'sserves as President and CEO of Top Kontrol. Mr. Lee’s responsibilities now focus exclusively on advancing the development and commercialization of the Top Kontrol product line. Mr. Sitra will oversee SecureTech’s enterprise-level operations, business strategy, capital markets activities, and SEC compliance initiatives.execution.

Removed

Concurrently, Kao Lee, who previously served as President and Chief Executive Officer, transitioned to the role of President and Chief Executive Officer of Top Kontrol, LLC. Mr. Lee's responsibilities are now focused exclusively on advancing the development, commercialization, and planned spin-off of the Top Kontrol product line.

Reworded

Completion of Share Reduction Program (78% Reduction in Common Shares)

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Over the course of the year, SecureTech reduced its issued and outstanding shares of common stock by approximately 61 million, representing a 78% reduction and aligning the capital structure with long-term shareholder interests. The Company reduced the shares of common stock by entering into share exchange agreements with certain of its shareholders and issuing shares of its Series A Preferred Stock for the common stock. As of dateAugust of May 15,19, 2026, SecureTech had 17,092,69417,129,717 shares of its common stock issued and outstanding and 19,72520,082 shares of its Series A Preferred Stock issued and outstanding.

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Completed Landmark Acquisition of Aiultraprod Group Limited and Subsidiaries

Added

·FY2025 Revenue (audited): $7.7 million

Added

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

Added

·Intellectual Property Portfolio: 12 issued patents and 13 software copyrights. AI UltraProd presently has three additional patent applications pending and two additional software copyrights pending.

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

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·Establish a Bitcoin and Ethereum treasury management strategy;

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

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

Added

Nomination of Three Independent Director Candidates

Added

Between March 31, 2026 and April 14, 2026, SecureTech announced the nomination of three independent director candidates — Brian Zucker, CPA; Robert V. Castro, CPA/CGMA; and Robert J. Williams, CPA — each to serve as an independent director and as a member of the Audit, Nominating, and Compensation Committees. Each nominee has agreed to serve on the Board of Directors and such committees upon formal appointment. SecureTech intends to formally seat all three independent directors as promptly as practicable, and in any event concurrently with or prior to the effectiveness of any national securities exchange listing, with such seating not contingent upon approval of any such listing.

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Appointment of Anthony Vang as Chief Financial Officer

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On June 5, 2026, SecureTech formally appointed Anthony Vang as its Chief Financial Officer. Mr. Vang, a SecureTech co-founder, has served as Principal Financial Officer, Secretary, Treasurer, and a director since the Company's inception, and will retain those positions in addition to his new role. Mr. Vang will initially serve as Chief Financial Officer without compensation, pending the formal constitution of SecureTech's Compensation Committee. At that time, an appropriate compensation arrangement will be established and further disclosed in accordance with applicable SEC reporting requirements.

Removed

Engagement of Public Yield Capital

Removed

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

Removed

This engagement requires Public Yield to provide SecureTech with retail‑investor outreach, digital advertising, content development, and shareholder engagement services. Compensation includes both cash and restricted equity components.

Added

·Complete NASDAQ Uplisting (Anticipated 2026): SecureTech is working toward completing its planned uplisting to the NASDAQ Capital Market in 2026, subject to meeting all applicable listing requirements and regulatory approvals.

Added

·AI UltraProd Expansion into U.S. and Indonesian Markets: AIUP is actively entering the U.S. and Indonesian markets, leveraging its advanced AI-driven manufacturing technologies to serve high-growth industrial sectors.

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·Launch Investor Awareness Program: Beginning in late February, SecureTech will initiate a structured investor awareness and communications program to enhance visibility and broaden outreach to the investment community.

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·Evaluate Additional M&A Opportunities: SecureTech will continue reviewing acquisition candidates with $5–$10 million in annual revenue, strong intellectual property, and experienced management teams capable of scaling into new markets and regions.

Added

·Complete the Top Kontrol Spin-Off: The company plans to finalize the previously announced spin-off of its Top Kontrol safety device business onto the OTCQB, creating a dedicated platform for growth while providing value to SecureTech shareholders.

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·Establish a Bitcoin Treasury Under Piranha Blockchain: As part of its digital-infrastructure strategy, SecureTech intends to establish a BTC treasury reserve within its Piranha Blockchain subsidiary, aligning with emerging trends in digital asset management and treasury diversification.

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The company provides comprehensive technical and maintenance support services, including:

Added

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

Added

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

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

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

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

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

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

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

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

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·Anti-Theft Circuits: Actively prevent unauthorized vehicle access and operation.

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·Idle Theft Prevention: Automatically stops theft even when keys are in the ignition and the engine is idling.

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·Carjacking Defense: Detects and responds to carjacking attempts with both active and passive countermeasures.

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·Non-Interference Design: Seamlessly integrates without disrupting OEM vehicle systems.

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·Universal Compatibility: Works with most car and truck makes and models.

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·Manual Engine Kill Switch: Enables manual engine shutdown for added control.

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·Wireless Code Security: Blocks attempts to intercept or spoof wireless security signals.

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·Battery-Independent Operation: Functions even when the vehicle’s battery is disabled.

Reworded

InAccording 2024,to U.S.the National Insurance Crime Bureau, a motor vehicle theftswas surgedstolen toevery 850,70848 incidents,seconds markingin the United States in 2025, with 659,880 vehicles reported stolen nationwide for the year — down 23% from 2024 but still a 105%significant increaseand sincepersistent 2019.crime affecting hundreds of thousands of vehicle owners annually. 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.

Reworded

Compliant with ISO 9001 and CE directives for exported equipment. Construction-grade UHPC is certified under PRC GB/T 50082-201950082 2019 durability standards. Export classifications fall under U.S. BIS EAR99. No current products are subject to ITAR or EU dual-usedual use regulations, to the Company’s knowledge.

Reworded

As of MarchJune 31,30, 2026, SecureTech has not incurred material expenses related to environmental compliance. We anticipate no such costs in the foreseeable future and remain in full compliance with existing environmental regulations.

Reworded

·AI UltraProd holds 1412 issued PRC patents, including CN219214112U for quick-release large-format build plates.plates, and has three additional patent applications pending. It also owns 13 copyrighted software packages for generative design, slicing, simulation, and robotic control.control, with two additional software copyrights pending.

Showing the first 60 of 161 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

SCTH insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 1,000 shares, about $100.0M) and open-market sales in 0 filings. Net open-market shares: 1,000 (purchases minus sales); net value about $100.0M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-08-21Sitra J Scott
Director, President & CEO, 10% owner
Open-market purchase 1,000$100000.00 $100.0M11,390 SEC
2026-08-11Vang Anthony
Director, CFO, Treasurer & Secretary, 10% owner
Grant/award 100,000— —2,949,070 SEC
2026-06-24Vang Anthony
Director, CFO, Treasurer & Secretary
Disposition to issuer 100,000— —2,849,070 SEC
2026-06-24Vang Anthony
Director, CFO, Treasurer & Secretary
Gift 100,000— —2,849,070 SEC
2026-05-20Vang Anthony
Director, Principal Financial Officer, 10% owner
Grant/award 20$1.00 $20700 SEC
2026-05-20Vang Anthony
Director, Principal Financial Officer, 10% owner
Disposition to issuer 300,000$5.80 $1.7M2,949,070 SEC
2026-05-20Kao Lee
Co-Founder & General Manager, 10% owner
Disposition to issuer 10$1.00 $106,890 SEC
2026-05-20Sitra J Scott
Director, President & CEO, 10% owner
Disposition to issuer 10$1.00 $1010,390 SEC

Well-known investors holding SCTH (13F)

None of the 59 investors we track reported a position in their latest 13F.

Coming soon: email alerts when SCTH files, watchlists and downloadable comparisons.