SCTH SecureTech Innovations Inc (PK)

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

 

FORM 10-Q

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: September 30, 2024

 

or

 

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

 

For the transition period from ________ to ________

 

Commission File Number: 000-55927

 

 

 

              SecureTech Innovations, Inc.

 (Exact name of registrant as specified in its charter)

 

Wyoming                     (State or other jurisdiction of incorporation or organization)

82-0972782               (I.R.S. Employer Identification Number)

 

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

 (Address of principal executive offices)

 

                                    Tel: (651) 317-8990                             

 (Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Securities registered pursuant to Section 12(g) of the Act: None

 

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

 

 

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

Yes x      No ¨

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

Yes x      No ¨

 

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

 

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

 

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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes ¨      No x

 

The number of shares outstanding of the Registrant’s common stock, $0.001 par value, as of November 19, 2024, was 78,086,881.

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TABLE OF CONTENTS

 

 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements5 

CONSOLIDATED BALANCE SHEETS5 

CONSOLIDATED STATEMENTS OF OPERATIONS6 

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)7 

CONSOLIDATED STATEMENTS OF CASH FLOWS8 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS9 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17 

Item 3. Quantitative and Qualitative Disclosures About Market Risk27 

Item 4. Controls and Procedures28 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings30 

Item 1A. Risk Factors30 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds30 

Item 3. Default Upon Senior Securities30 

Item 4. Mine Safety Disclosures30 

Item 5. Other Information30 

Item 6. Exhibits30 

SIGNATURES32 

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Cautionary Note Regarding Forward-Looking Statements

 

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

 

•		Our ability to execute our growth strategies
•		Supply chain disruptions and general price inflation
•		Our ability to maintain favorable relationships with suppliers and manufacturers
•		Competition from more established and better financed competitors
•		Our ability to attract and retain competent and qualified personnel
•		Regulatory changes and developments affecting our business
•		Our ability to obtain additional capital to finance operations
•		Managing a “just right” product inventory size and mix
•		Impacts on our business from epidemics, pandemics, or natural disasters
•		Our ability to remediate the material weakness in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or to maintain effective disclosure controls and procedures and internal control over financial reporting
•		Other risks and uncertainties, including those listed in the section titled “Risk Factors” contained in our filings with the United States Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, and operating results described in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results or outcomes could differ materially from those described in the forward-looking statements.

 

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

 

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

 

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

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PART I – FINANCIAL INFORMATION

 

 

Item 1. Financial Statements

 

SECURETECH INNOVATIONS, INC.

CONSOLIDATED BALANCE SHEETS

 

ASSETS

 

		September 30, 2024 (unaudited)				December 31, 2023
Current assets:
Cash and equivalents		$	—			$	5,987
Inventories			10,234				13,656
Deposits			1,114				1,088
Total current assets			11,348				20,731
Property and equipment, net		$	2,749			$	3,486
Total assets:		$	14,097			$	24,217

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

Current liabilities:
Accounts payable		$	9,187			$	5,879
Accounts payable, related party			85,978				40,000
Accrued payroll, related party			269,918				112,328
Bank overdraft			182				—
Credit cards payable			14,807				14,564
Notes payable, related party			29,611				—
Taxes payable			1,115				317
Total current liabilities		$	410,797			$	173,088
Total liabilities		$	410,797			$	173,088
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 50,000,000 shares authorized;     3,400 and 3,200 shares issued and outstanding, respectively			3				3
Common stock, $0.001 par value, 500,000,000 shares authorized;     78,076,881 and 79,862,655 shares issued and outstanding,     respectively			78,077				79,863
Additional paid-in capital			1,089,240				1,076,391
Accumulated deficit			(1,564,020	)			(1,305,128	)
Total stockholders’ deficit		$	(396,700	)		$	(148,871	)
Total liabilities and stockholders’ equity		$	14,097			$	24,217

 

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

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SECURETECH INNOVATIONS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

		For the three months ended September 30,								For the nine months ended September 30,
		2024				2023				2024				2023
Revenues:
Sales		$	—			$	4,450			$	14,235			$	42,050
Cost of goods sold			—				1,194				3,421				11,211
Gross profit			—				3,256				10,814				30,839
Expenses:
General and administrative		$	81,642			$	69,906			$	265,868			$	311,183
Research and development			—				1,740				—				8,501
Total expenses			81,642				71,646				265,868				319,684
(Loss) from operations			(81,642	)			(68,390	)			(255,054	)			(288,845	)
Other income (expense)		$	(2,061	)			378			$	(3,838	)		$	1,788
Provision for income taxes			—				—				—				—
Net (loss)		$	(83,703	)		$	(68,012	)		$	(258,892	)		$	(287,057	)
(Loss) per common share,     basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average number of     common shares outstanding,     basic and diluted			78,076,881				80,615,730				78,170,883				98,574,867

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

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SECURETECH INNOVATIONS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(unaudited)

 

 

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

 

 

Balance, December 31, 2022			—			$	—				111,839,085			$	111,839			$	1,000,239			($	936,658	)		$	175,420
Issuance of common shares for cash			—				—				11,428				11				19,989				—				20,000
Net loss			—				—				—				—				—				(113,959	)			(113,959	)
Balance, March 31, 2023			—			$	—				111,850,513			$	111,850			$	1,020,228			($	1,050,617	)		$	81,461
Share exchange			2,500				3				(25,000,000	)			(25,000	)			24,997				—				—
Net loss			—				—				—				—				—				(105,086	)			(105,086	)
Balance, June 30, 2023			2,500			$	3				86,850,513			$	86,850			$	1,045,225			($	1,155,703	)		($	23,625	)
Issuance of common shares for cash			—				—				9,142				10				15,990				—				16,000
Share exchange			700				—				(7,000,000	)			(7,000	)			7,000				—				—
Net loss			—				—				—				—				—				(68,012	)			(68,012	)
Balance, September 30, 2023			3,200			$	3				79,859,655			$	79,860			$	1,068,215			($	1,223,715	)		($	75,637	)

 

 

 

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

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Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2024 and December 31, 2023, the Company had no cash equivalents.

 

Fair Value of Financial Instruments

 

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

 

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

 

Inventory and Cost of Sales

 

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

 

Deposits

 

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

 

Net Loss per Share Calculation

 

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period.   Diluted earnings per share is calculated similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  SecureTech excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because SecureTech recorded a loss for the nine months ended September 30, 2024 and 2023. The Company had no dilutive securities outstanding as of September 30, 2024 and 2023.

 

Property and Equipment and Depreciation

 

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

 

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

 

Repair and maintenance costs are expensed as incurred. Costs associated with improvements that extend the life, increase the capacity, or improve the efficiency of our property and equipment are capitalized and depreciated over the remaining life of

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the related asset. Gains and losses on the disposition of equipment are reflected in operations. Depreciation is provided using the straight-line method over the estimated useful lives of the assets.

 

Depreciation expenses totaled $737 and $738 for the nine months ended September 30, 2024 and 2023, respectively. Cumulative depreciation for each asset class is as follows:

 

		September 30, 2024				December 31, 2023
Computer, software, and equipment		$	4,916			$	4,916
Accumulated depreciation		$	(2,167	)		$	(1,430	)
PPE, net		$	2,749			$	3,486

 

 

Revenue Recognition

 

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

 

The Company’s primary revenue source is selling our Top Kontrol product, which we began selling in late April 2020.

 

Top Kontrol requires installation by a Certified Top Kontrol Technician. To become a Certified Top Kontrol Technician, an automotive technician must complete a one-day hands-on course hosted by the Company. Failure to have Top Kontrol installed by a Certified Top Kontrol Technician voids the product’s limited liability warranty.

 

Because of this professional installation requirement, the Company sells its products to and through Authorized Dealers and Certified Top Kontrol Technicians. In the instances where the Company sells directly to the end user, product installation must be performed by authorized Company personnel.

 

Revenue is recognized when performance obligations under 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 when we transfer control of our product to the customer and payment has been received. The Company presently does not offer terms or credit to any of its customers.

 

Revenue Recognition; ASC 606 Five-Step Model

 

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

 

Revenue Recognition; General Right of Return

 

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

 

As is standard in the industry, we will only accept returns from active customers. If a customer discontinues conducting business with us, we are not obligated to accept additional product returns from that customer.

 

Revenue Recognition; Concentration

 

As of September 30, 2024, the Company had three customers who are Authorized Dealers that each comprised in excess of 10% of the Company’s overall revenue.  In aggregate, these three dealers represented 90.5% of the Company’s revenue for the nine months ended September 30, 2024.

 

Income Taxes

 

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

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

 

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

 

Principles of Consolidation

 

The accompanying consolidated financial statements include the accounts of the following majority-owned subsidiaries as of September 30, 2024:

 

Subsidiary		Percentage Owned
Piranha Blockchain, Inc.			100.0	%
Piranha Blockchain, Ltd.			100.0	%

 

Fiscal Year

 

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

 

Recent Accounting Pronouncements

 

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

 

NOTE 2 – GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. As shown in the accompanying financial statements during the fiscal period ended September 30, 2024, the Company has not established a source of revenues sufficient to cover its operating costs. As such, it has incurred an operating loss since its inception. Further, as of September 30, 2024, the Company had an accumulated deficit of ($1,564,020). These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

NOTE 3 – INVENTORIES

 

Inventory is stated at the lower of cost or realizable value, using the weighted average cost method. When an impairment indicator suggests that the carrying amounts of inventories might not be recoverable, the Company reviews such carrying amounts and estimates the net realizable value based on the most reliable evidence available at that time. An impairment loss is recorded if the net realizable value is less than the carrying value. Impairment indicators considered for these purposes are, among others, obsolescence, decrease in market prices, damage, and a firm commitment to sell. The following table summarizes the Company’s inventories as of September 30, 2024 and December 31, 2023:

 

		September 30, 2024				December 31, 2023
Inventories:
Raw materials and work-in-progress		$	1,913			$	1,925
Finished goods			8,321				11,731
Gross inventories			10,234				13,656
Inventory valuation reserves			—				—
Inventories, net		$	10,234			$	13,656

 

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NOTE 4 – STOCKHOLDERS’ EQUITY

 

Preferred stock

 

The Company has authorized 50,000,000 shares of preferred stock, $0.001 par value. The Company’s Board of Directors is authorized, without further action by the shareholders, to issue shares of preferred stock and to fix the designations, number, rights, preferences, privileges, and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, and sinking fund terms.

 

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

 

Designation and Amount		This class of preferred stock shall be designated Series A Preferred Stock (“Preferred Stock”), $0.001 par value. The Corporation’s Board of Directors may issue up to two-hundred fifty thousand (250,000) shares of this Preferred Stock.
Rank		The Preferred Stock shall rank superior to the Corporation’s common stock and all other classes, including currently outstanding or future preferred stock designations.
Dividends		The Preferred Stock is eligible for all legal dividends as may be approved by the Corporation’s Board of Directors. If a dividend is declared across multiple classes of stock, the amount of any dividend to be received by holders of the Preferred Stock shall be calculated on a fully diluted, pro-rata basis with the other classes of stock participating in said dividend.
Voting Rights		Holders of the Preferred Stock shall have the right to vote on all matters with holders of common stock (and other eligible classes of preferred stock, if any) by aggregating votes into one (1) voting class of stock. Each share of Preferred Stock shall have ten thousand (10,000) votes for any election or other voting matter placed before the shareholders of the Corporation, regardless if the vote is taken with or without a shareholders’ meeting. Holders of the Preferred Stock may not cumulate their votes in any voting matter.
Redemption by the Company		After a minimum period of one (1) year from the date of issue the Company may, at its sole discretion, redeem some or all of the Preferred Stock in either cash (the then market value), the Company’s common stock at a fixed ratio of ten thousand (10,000) shares of common stock for each share of Preferred Stock redeemed, or a combination thereof.

 

Series A Preferred Stock Issuances

 

During the nine months ended September 30, 2024, the Company issued an aggregate of 200 shares of Series A Preferred Stock pursuant to a Share Exchange Agreement.

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During the nine months ended September 30 ,2023, the Company issued an aggregate of 2,500 shares of Series A Preferred Stock pursuant to a Share Exchange Agreement.

 

As of September 30, 2024, the Company had one class of preferred stock, Series A Preferred Stock, and 3,400 shares of it issued and outstanding.

 

Common stock

 

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

 

Share Exchange and Cancellations

 

During the nine months ended September 30, 2024, the Company entered into a Share Exchange Agreement whereby it issued 200 shares of its Series A Preferred Stock in exchange for an aggregate of 1,795,774 shares of its common stock.

 

During the three months ended September 30, 2023, the Company entered into a series of Share Exchange Agreements whereby it issued an aggregate of 700 shares of its Series A Preferred Stock in exchange for an aggregate of 7,000,000 shares of its common stock.

 

During the nine months ended September 30, 2023, the Company entered into a Share Exchange Agreement whereby it issued 2,500 shares of its Series A Preferred Stock in exchange for an aggregate of 25,000,000 shares of its common stock.

 

All of the shares of common stock received in this stock exchange were subsequently canceled. No consideration was paid or received in connection to the share exchange, which also is deemed a non-taxable event pursuant to Section 351 of the Internal Revenue Code.

 

Share Issuances

 

During the nine months ended September 30, 2024, the Company sold an aggregate of 10,000 shares of its common stock, $0.001 par value, in exchange for $10,000 in cash, or $1.00 a share.

 

During the three months ended September 30, 2023, the Company sold an aggregate of 9,142 shares of its common stock, $0.001 par value, in exchange for $16,000 in cash, or about $1.75 a share.

 

During the nine months ended September 30, 2023, the Company sold an aggregate of 20,570 shares of its common stock, $0.001 par value, in exchange for $36,000 in cash, or about $1.75 a share.

 

As of September 30, 2024, the Company had 78,076,881 shares of common stock issued and outstanding.

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

Founder’s Shares

 

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

 

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

 

During the nine months ended September 30, 2024, the Company entered into a Share Exchange Agreement whereby it issued 200 shares of its Series A Preferred Stock in exchange for an aggregate of 1,795,774 Founder’s Shares. These Founder’s Shares were canceled and returned to the Company’s Treasury.

 

As of September 30, 2024, an aggregate of 80,500,000 Founder’s Shares had been returned to the Company and canceled, an aggregate of 13,704,226 had been sold and/or gifted away, and an aggregate of 26,795,774 had been tendered as part of the Share Exchange Agreements described below.

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Share Exchanges and Cancellations

 

During the three months ended September 30, 2023, the Company entered into a Share Exchange Agreement with a related party whereby it issued 200 shares of its Series A Preferred Stock in exchange for an aggregate of 2,000,000 shares of its common stock. These common shares tendered were canceled and returned to the Company’s Treasury.

 

During the nine months ended September 30, 2023, the Company entered into Share Exchange Agreements with related parties whereby it issued an aggregate of 2,700 shares of its Series A Preferred Stock in exchange for an aggregate of 27,000,000 shares of its common stock. The common shares tendered by Mr. Lee were canceled and returned to the Company’s Treasury.

 

During the nine months ended September 30, 2024, the Company entered into a Share Exchange Agreement with a related party whereby it issued 200 shares of its Series A Preferred Stock in exchange for an aggregate of 1,795,774 shares of its common stock. These common shares tendered were canceled and returned to the Company’s Treasury.

 

Accrued Payroll

 

As of September 30, 2024, the Company had aggregated $269,918 in related party accrued payroll, consisting of $260,738 in accrued payroll and $9,180 in accrued employer taxes.

 

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

 

Patent Royalties

 

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

 

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

 

As of December 31, 2023, ShongKawh accrued $2,929 in patent license royalties. These royalties have been forgiven and accounted for under Additional Paid In Capital.

 

Notes Payable

 

As of September 30, 2024, the Company had outstanding notes payable to Kao Lee aggregating $29,611 for expenses paid on behalf of the Company, which has been accounted for as short-term notes payable to a related party.

As of September 30, 2024, these notes payable have accrued $1,063 in imputed interest that has been recorded in the financial statements as additional paid-in capital.

 

Accounts Payable

 

As of September 30, 2024 and December 31, 2023, the Company had accounts payable to Taurus Financial Partners, LLC aggregating $85,978 and $40,000, respectively.

 

NOTE 6 – CONTINGENCY/LEGAL

 

As of September 30, 2024, and during the preceding ten years, no director, person nominated to become a director or executive officer, or promoter of the Company has been involved in any legal proceeding that would require disclosure hereunder.

 

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

 

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NOTE 7 – SUBSEQUENT EVENTS

 

Notes Payable

 

Between October 1, 2024 and November 19, 2024, the Company borrowed an aggregate of $10,000 from Kao Lee, a related party. As of November 19, 2024, the Company has outstanding notes payable to Mr. Lee aggregating $39,611.

 

Common Stock Issuance

 

On November 18, 2024, the Company sold an aggregate of 10,000 shares of its common stock, $0.001 par value, in exchange for $5,000 in cash, or $0.50 a share.

 

As of November 19, 2024, SecureTech had 78,086,881 shares of its common stock issued and outstanding.

 

Accounts Payable, Related Party Reduction

 

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

 

Subsequently, on October 24, 2024, the note holder converted the outstanding $50,000 convertible promissory note into 100,000,000 shares of SecureTech’s common stock, $0.001 par value.

 

Following this note conversion, on October 25, 2024, SecureTech and the original note holder signed a Share Exchange Agreement in which 100,000,000 shares of SecureTech's common stock were exchanged for 10,000 shares of its Series A Preferred Stock, $0.001 par value.

 

As of November 19, 2024, SecureTech had 78,086,881 shares of its common stock issued and outstanding and 13,400 shares of its Series A Preferred Stock issued and outstanding.

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader understand SecureTech Innovations, Inc., our operations, and our present business environment. MD&A is provided as a supplement to—and should be read in conjunction with—our consolidated financial statements and the accompanying notes included in this Quarterly Report on Form 10-Q. The audited financial statements for our fiscal year ended December 31, 2023, filed with the Securities Exchange Commission on Form 10-K on May 1, 2024, should be read in conjunction with the discussion below. This discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements. In the opinion of Management, all material adjustments necessary to present fairly the results of operations for such periods have been included in these unaudited financial statements.

 

Our independent registered public accounting firm has issued a going concern opinion in their audit report dated May 1, 2024, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 1, 2024. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next 12 months.

 

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

 

Business Overview

 

SecureTech, an innovative growth company, specializes in developing and marketing cutting-edge security and safety devices and technologies. Our mission is to preserve life, protect property, and prevent crime. Notably, SecureTech is the creator of Top Kontrol^®, a groundbreaking anti-theft and anti-carjacking system that can halt an in-progress carjacking without any intervention from the driver. Additionally, we are developing advanced cybersecurity technologies for blockchain and cryptocurrency ecosystems, covering areas such as mining, digital asset storage, and secure trading exchanges through our subsidiary, Piranha Blockchain.

 

Corporate Structure

 

The following diagram illustrates our corporate structure as of September 30, 2024:

 

 

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Corporate History

 

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

 

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

 

Top Kontrol

 

 

 

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

 

Key Advantages of Top Kontrol:

 

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

 

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Retail Package Top		Retail Package Bottom

 

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

 

Industry: Automobile Theft in America

 

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

 

Top Kontrol ensures your car’s safety even when you’re not around. It prevents thieves from stealing your parked and unattended vehicle. Here’s a snapshot of America’s auto theft crisis in 2023:

 

1,020,729		Number of US cars stolen in 2023
$8.9+ Billion		Value of cars stolen in the US in 2023
$9,166		Average dollar loss per theft
Up 105%		Increase in US car thefts between 2019 and 2023
31 Seconds		How often a car is stolen in the US

 

Industry: Carjackings Continue Skyrocketing

 

Carjackings in the US nearly doubled again during 2023!

 

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

 

Increase in Carjackings 2023		US City
98%		Washington, DC
222%		Minneapolis, MN
133%		Chicago, IL
121%		New Orleans, LA
115%		Oakland, CA

 

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

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

 

Competition

 

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

 

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

 

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

 

Manufacturing

 

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

 

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

 

Piranha Blockchain

 

 

 

 

SecureTech, a forward-thinking company, is venturing into cutting-edge cybersecurity and blockchain technologies. This exciting initiative is spearheaded by its newly established Piranha Blockchain subsidiaries (collectively, “Piranha”). Through Piranha, SecureTech aims to:

 

•		Construct Secure, Low-Cost Green Energy Data Centers: Our data center focus will center around building environmentally friendly data centers that prioritize security while minimizing costs.
•		Provide Advanced Cybersecurity Solutions: We intend to offer cutting-edge cybersecurity products to safeguard client data, protect identities, and defend digital assets against theft and ransom attacks.
•		Develop Blockchain and Cryptocurrency Platforms: Our plans center around creating robust systems for mining, storage, and trading exchanges within the dynamic blockchain and cryptocurrency landscape.

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

 

•		Product Sales. Piranha will generate revenue through one-time sales of cybersecurity hardware and applications.
•		Subscription Services. Recurring monthly revenue will come from cybersecurity subscriptions and hosting services.
•		Cryptocurrency Ventures. Piranha will engage in cryptocurrency mining, hosting third-party mining rigs, and pursue trailblazing joint venture projects.
•		Transaction Fees. Revenue will also be earned from transaction fees related to cryptocurrency exchanges, cryptocurrency trading, and conversions into and from fiat currencies.

 

Piranha’s Growth Strategy: Innovation and Acquisitions

 

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

 

Government Regulation

 

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

 

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

 

Compliance with Environmental Laws

 

We believe there are no material issues or costs associated with our compliance with current environmental laws. We did not incur environmental expenses in the fiscal period ended September 30, 2024, nor do we anticipate environmental expenses in the foreseeable future.

 

Intellectual Property Rights and Proprietary Information

 

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

 

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

·On May 7, 2013, Shongkawh, LLC—a related party controlled by our President and CEO—was granted US Patent No. 8,436,721 titled “Automobile Theft Protection and Disablement System” by the US Patent & Trademark Office (“USPTO”). This patent is set to expire on March 19, 2030. SecureTech holds the exclusive license to utilize this patent until its expiration date. 

 

Ensuring Our Competitive Edge

 

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

 

Our Patent Strategy

 

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

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Trademark Protection

 

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

 

Confidentiality Agreements

 

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

 

Employees

 

As of September 30, 2024, our workforce comprises five employees: two full-time, three part-time, and three independent commission-based sales representatives.

 

Property and Equipment

 

Our principal executive offices are located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113. We lease this space for $552 per month on a month-to-month basis.

 

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

 

Available Information

 

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

 

Note Regarding Third-Party Information

 

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

 

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

 

Results of Operations

 

Key Factors Affecting Our Performance

 

A number of factors may cause our historical results of operations to not be comparable to our results of operations in future periods and may not be directly comparable from period to period. Below is a brief discussion of the key factors impacting our results of operations.

 

Lack of Business Development, Sales, and Marketing Personnel

 

We do not have dedicated business development, sales, or marketing personnel. Most of our sales to date have been generated by our CEO, Kao Lee. Since Mr. Lee focuses most of his efforts on other aspects of our business, our sales and resulting

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revenue have been significantly lower than they could have been if we had a capable and dedicated business development, sales, and marketing staff.

 

Once the second-generation Top Kontrol product line obtains regulatory approval for sale in the United States, we intend to hire and assemble a capable business development, sales, and marketing staff. This may be accomplished through internal hiring, outsourcing to third parties, or a combination thereof.

 

Caveat Emptor Designation Issues and Resulting Obstacles

 

On June 9, 2023, OTC Markets Group designated SecureTech’s common stock traded on the OTC Pink Exchange with a Caveat Emptor designation for “Promotion and Public Interest Concern.” After a year-long review process, OTC Markets Group removed this Caveat Emptor designation on June 10, 2024.

 

While the Caveat Emptor designation was imposed on our securities, our common stock experienced an extended period of sporadic trading and a substantial decline in overall share price, making it difficult to raise capital to continue growing our business. SecureTech is taking extraordinary precautions moving forward and will implement new standard operating procedures (SOPs) to prevent such an occurrence from happening again.

 

Delayed Financing Activities

 

SecureTech had initially planned to conduct this Regulation A+ registered securities offering beginning in the Summer of 2023. However, due to the Caveat Emptor designation described above, the start of this planned capital raise has been delayed by at least 18 months. We presently anticipate filing our planned Regulation A+ registration statement with the SEC in late November 2024.

 

While the Caveat Emptor designation was imposed on our securities, SecureTech could not secure sufficient capital financing to execute its business plan. As a result, Management was forced to reduce costs and conserve cash. This was accomplished by limiting overall daily operations and delaying capital expenditures, including necessary research and development expenditures for the next generation of Top Kontrol.

 

Delayed Launch of Second Generation Top Kontrol Product Line

 

Because most of Management’s time has been focused on remedying the Caveat Emptor designation and seeking acceptable sources of financing, research and development efforts have been significantly hampered. Presently, the second generation Top Kontrol base unit is undergoing field prototype testing.

 

For the Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

 

	For the three months ended September 30,						Change
	2024			2023			$				%
Sales	$	-		$	4,450		$	(4,450)				(100.0%)
Cost of goods sold		-			1,194			(1,194)				(100.0%)
Gross profit		-			3,256			(3,256)				(100.0%)
Operating expenses		(81,642)			(71,646)			9,995				14.0%
Loss from operations		(81,642)			(68,390)			13,251				19.4%
Other income (expense)		(2,061)			378			(2,439)				(645.2%)
Net loss	$	(83,703)		$	(68,012)		$	15,691				23.1%

 

Sales for the three months ended September 30, 2024, were $-0- compared to $4,450 for the same period in 2023. The lack of sales resulted from our CEO focusing all of his efforts on seeking suitable financing options rather than trying to sell what remains of our limited Top Kontrol inventory.

 

Our gross margins for the nine months ended September 30, 2024, were -0-% as compared to 73.2% for the same period in 2023.

 

Operating expenses for the three months ended September 30, 2024, were $81,641 compared to $71,646 for the same period in 2023. The increase of $9,995, or 14.0%, was principally due to increases in professional fees and payroll accrual.

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Other income (expense) is comprised of bank interest received on cash deposits, cashback rewards generated from a bank credit card, finance charges incurred on carried outstanding balances on our bank credit card, and imputed interest on non-interest bearing short-term related party loans. During the three months that ended September 30, 2024, we incurred ($2,061) in other expenses, compared to $378 in other income for the same period of 2023.

 

Net loss for the three months ended September 30, 2024, was ($83,703) compared to ($68,012) for the same period in 2023, representing a $15,691, or 23.1%, increase compared to the previous fiscal period. The change was principally attributed to lack of sales described above.

 

For the Nine Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023

 

	For the nine months ended September 30,						Change
	2024			2023			$				%
Sales	$	14,235		$	42,050		$	(27,815)				(66.1%)
Cost of goods sold		3,421			11,211			(7,790)				(69.5%)
Gross profit		10,814			30,839			(20,025)				(64.9%)
Operating expenses		(265,867)			(311,183)			(45,316)				(14.6%)
Loss from operations		(255,053)			(288,845)			(33,792)				(11.7%)
Other income (expense)		(3,838)			1,788			(5,626)				(314.7%)
Net loss	$	(258,892)		$	(288,845)		$	29,953				10.4%

 

Sales for the nine months ended September 30, 2024, were $14,235 compared to $42,050 for the same period in 2023, representing a ($16,200), or (92.3%), decrease compared to the previous fiscal period. All sales were attributable to Top Kontrol. The significant drop in sales was attributable to our CEO shifting his time from predominately focused on sales efforts to seeking suitable financing options.

 

Our gross margins for the nine months ended September 30, 2024, were 76.0% as compared to 73.3% for the same period in 2023.

 

Operating expenses for the nine months ended September 30, 2024, were $265,867 compared to $311,183 for the same period in 2023. The decrease of ($45,316), or (14.6%), was principally due to reduced staff and generally lower payroll expenses.

 

Other income (expense) is comprised of bank interest received on cash deposits, cashback rewards generated from a bank credit card, finance charges incurred on carried outstanding balances on our bank credit card, and imputed interest on non-interest bearing short-term related party loans. During the nine months that ended September 30, 2024, we incurred ($3,838) in other expenses, compared to $1,788 in other income for the same period of 2023.

 

Net loss for the nine months ended September 30, 2024, was ($258,892) compared to ($288,845) for the same period in 2023, representing a $29,953, or 10.4%, improvement compared to the previous fiscal period. The change was principally due to reduced staff and generally lower payroll expenses.

 

Total Stockholders’ Deficit

 

Our stockholders’ deficit was ($396,700) as of September 30, 2024.

 

Liquidity and Capital Resources

 

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

 

As of September 30, 2024, we had a cashback revolving credit line of $15,000 and an outstanding balance of $14,806. Under the terms of this line of credit, SecureTech is to receive 1.5% back on all purchases made through it. Management strives to put as many ordinary operating expenses as possible through this credit line to reduce operating expenses passively.

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We rely primarily on internally generated cash flow and available working capital to support operations and growth. Although we believe that our current cash and anticipated cash receipts from sales of Top Kontrol will be sufficient to meet our planned working capital requirements and capital expenditures over the next 12 months, we are constantly exploring additional sources of new capital. Without limiting our available options, future financings will most likely be through the sale of additional shares of our common stock. We may also include warrants, options, and/or rights in conjunction with any future issuances of our common stock. However, we can give no assurance that future financing will be available to us and, if available to us, in amounts or on terms acceptable to us.

 

As of September 30, 2024, total assets decreased to $14,097 from $24,217 on December 31, 2023. The decrease primarily reflects decreases in inventory and cash.

 

As of September 30, 2024, total liabilities increased to $410,797 from $173,088 on December 31, 2023. The increase is principally from net increases in accounts payable and accrued payroll,

 

We had a net working capital deficit of (399,449) as of September 30, 2024, a decrease of ($247,092), or (162.2%), from a net working capital deficit of ($152,357) as of December 31, 2023.

 

The following is a summary of cash provided by or used in each of the indicated types of activities during the nine months ended September 30, 2024 and 2023:

 

		For the nine months ended September 30,						Change
		2024			2023			$				%
Cash provided by (used in):
	Operating activities	$	(45,598)		$	(133,773)		$	(88,175)				(65.9%)
	Financing activities	$	39,611		$	36,000		$	3,611				10.0%

 

Net cash used in operating activities during the nine months ended September 30, 2024 was ($45,598), a decrease of ($88,175), or (65.9%), from cash used in operating activities of ($133,773) during the same period of 2023. The decrease in our cash used by operating activities was primarily attributable to temporary reductions in general operating activities. When SecureTech secures adequate funding to resume normal and expanded levels of general operating activities, we anticipate these expenses will increase proportionately.

 

Net cash provided by financing activities during the nine months ended September 30, 2024 was $39,611 compared to $36,000 during the same period of 2023, representing an increase of $3,611, or 10.0%, compared to the previous fiscal period. Cash received from financing activities was in the form of loans made to SecureTech by its CEO and from the sale of securities for cash.

 

Ongoing and Future Capital Funding Efforts

 

As of November 19, 2024, SecureTech was preparing a Regulation A+ registered securities offering. Funds generated from this planned securities offering will be used for general working capital to produce the initial inventory for the 2nd Generation Top Kontrol product line and start construction on Piranha Blockchain’s first data center. We anticipate filing the necessary paperwork to register the proposed Regulation A+ offering with the SEC in late 2024.

 

Going Concern Consideration

 

Our independent registered public accounting firm has issued a going concern opinion in their audit report dated May 1, 2024, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 1, 2024. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next 12 months.

 

Off-Balance Sheet Operations

 

As of September 30, 2024, we had no off-balance sheet activities or operations.

 

Contractual Obligations

 

As of September 30, 2024, we did not have any contractual obligations.

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Critical Accounting Policies

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, SecureTech considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of September 30, 2024 and December 31, 2023, SecureTech had no cash equivalents.

 

Fair Value of Financial Instruments

 

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

 

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

 

Inventory and Cost of Sales

 

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

 

Net Loss per Share Calculation

 

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is calculated similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. SecureTech excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because SecureTech recorded a loss for the nine months ended September 30, 2024.

 

Revenue Recognition

 

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

 

SecureTech’s primary source of revenue is the sale of our Top Kontrol product, which we began selling in late April 2020.

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Top Kontrol requires installation by a Certified Top Kontrol Technician. To become a Certified Top Kontrol Technician, an automotive technician must complete a one-day hands-on course hosted by SecureTech. Failure to have Top Kontrol installed by a Certified Top Kontrol Technician voids the product’s limited liability warranty.

 

Because of this professional installation requirement, SecureTech generally sells its products to and through Certified Top Kontrol Technicians. In the instances where SecureTech sells directly to the end-user, product installation is performed by authorized SecureTech personnel.

 

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

 

Revenue Recognition; ASC 606 Five-Step Model

 

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

 

Revenue Recognition; General Right of Return

 

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

 

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

 

Income Taxes

 

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

 

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

 

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

 

Recent Accounting Pronouncements

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable since we are a smaller reporting company.

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Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

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

 

In accordance with Rule 13a-15(b) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to assess the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our Management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure due to a material weakness.

 

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

 

Management’s Quarterly Report on Internal Control over Financial Reporting

 

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

 

Based on Management’s assessment, we have concluded that, as of September 30, 2024, our internal control over financial reporting was not effective in timely alerting Management to the material information relating to us required to be included in our annual and interim filings with the SEC.

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

 

•		SecureTech's system of internal controls failed to identify multiple journal entries that were identified by the SecureTech's external auditor;
•		SecureTech has no formal control process related to the identification and approval of related party transactions;
•		SecureTech could not maintain any segregation of duties within our financial operations due to our reliance on limited personnel in the finance function;
•		SecureTech lacks sufficient resources to perform the internal audit function and does not have an Audit Committee;
•		We do not have an independent Board of Directors, nor do we have a board member designated as an independent financial expert to SecureTech. The Board of Directors is comprised of two (2) members, both of whom also serve as executive officers. As a result, there is a lack of independent oversight of the management team, a lack of independent review of our operating and financial results, and a lack of independent review of disclosures made by SecureTech; and
•		Documentation of all proper accounting procedures is not yet complete.

 

These weaknesses have existed since SecureTech’s inception on March 2, 2017, and have not been remedied as of September 30, 2024.

 

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

 

•		Engage outside consultants to ensure consistency in accounting policies and procedures across the organization. This step would enhance our control over financial statement disclosures;
•		Hire additional qualified financial personnel, including a full-time Chief Financial Officer;
•		Expand our current board of directors to include additional independent individuals who are willing to perform directorial functions; and
•		Increase our workforce to accommodate growing sales and higher volumes.

 

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

 

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

 

Changes in Controls and Procedures

 

No changes in our internal control over financial reporting occurred during the period covered by this report that have materially affected or are reasonably likely to affect our internal control over financial reporting.

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

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

 

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

 

Item 1A. Risk Factors

 

Not applicable since we are a smaller reporting company.

 

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

 

None.

 

Item 3. Default Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Incorporated by Reference

Exhibit Number

Exhibit Description

Filed Herewith

Form

File No.

Exhibit

Filing Date

3.1

Articles of Incorporation

S-1

333-223078

3.1

2/16/2018

3.2

Bylaws

S-1

333-223078

3.2

2/16/2018

3.3

Amendment to Articles of Incorporation dated December 20, 2017

S-1

333-223078

3.3

2/16/2018

3.4

Certificate of Designation of Series A Preferred Stock

8-K

3.4

6/2/2023

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10.1

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

S-1

333-223078

10.1

2/16/2018

10.2

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

10-Q

10.2

5/15/24

14.1

Code of Ethics adopted May 12, 2022

8-K

14.1

5/16/2022

31.1

Certification of Kao Lee, Principal Executive Officer, pursuant to Rule 13a-15(e) or Rule 15d-15(e)

X

31.2

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

X

32.1

Certification of Kao Lee, Principal Executive Officer, pursuant to 18 U.S.C. Section 1350

X

32.2

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

X

101.INS

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101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

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101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

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101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

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104

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

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SIGNATURES

 

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

 

 

SECURETECH INNOVATIONS, INC. 

 

 

 

 

Dated: November 19, 2024	By:	/s/ Kao Lee
		President, Chief Executive Officer, Principal Executive Officer, and Director

 

 

Dated: November 19, 2024	By:	/s/ Anthony Vang
		Treasurer, Secretary, Principal Financial Officer, Principal Accounting Officer, and Director

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EXHIBIT 31.1

 

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

 

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

 

I, Kao Lee, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of SecureTech Innovations, Inc. for the interim period ended
September 30, 2024; 

 

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; 

 

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: 

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

 

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to effect materially, the registrant’s internal control over financial reporting. 

 

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): 

 

a)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

 

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

 

 

Dated: November 19, 2024	By:	/s/ Kao Lee
		President, Chief Executive Officer, Principal Executive Officer, and Director

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EXHIBIT 31.2

 

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

 

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Securities and Exchange Commission Release 34-46427

 

I, Anthony Vang, certify that:

 

1.I have reviewed this Quarterly Report on Form 10-Q of SecureTech Innovations, Inc. for the interim period ended
September 30, 2024; 

 

2.Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

 

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report; 

 

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: 

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; 

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

 

c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

 

d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to effect materially, the registrant’s internal control over financial reporting. 

 

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions): 

 

a)all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and 

 

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

 

 

Dated: November 19, 2024	By:	/s/ Anthony Vang
		Treasurer, Secretary, Principal Financial Officer, Principal Accounting Officer, and Director

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of SecureTech Innovations, Inc. (“Company”) on Form 10-Q for the interim period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (“Report”), I, Kao Lee, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

 

 

 

Dated: November 19, 2024	By:	/s/ Kao Lee
		President, Chief Executive Officer, Principal Executive Officer, and Director

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EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

 

In connection with the Quarterly Report of SecureTech Innovations, Inc. (“Company”) on Form 10-Q for the interim period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (“Report”), I, Anthony Vang, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

 

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 

 

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

 

 

 

Dated: November 19, 2024	By:	/s/ Anthony Vang
		Treasurer, Secretary, Principal Financial Officer, Principal Accounting Officer, and Director

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- Definition End date of current fiscal year in the format --MM-DD. + References No definition available. + Details Name: dei_CurrentFiscalYearEndDate Namespace Prefix: dei_ Data Type: xbrli:gMonthDayItemType Balance Type: na Period Type: duration

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- Definition Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY. + References No definition available. + Details Name: dei_DocumentFiscalPeriodFocus Namespace Prefix: dei_ Data Type: dei:fiscalPeriodItemType Balance Type: na Period Type: duration

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- Definition This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006. + References No definition available. + Details Name: dei_DocumentFiscalYearFocus Namespace Prefix: dei_ Data Type: xbrli:gYearItemType Balance Type: na Period Type: duration

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- Definition For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD. + References No definition available. + Details Name: dei_DocumentPeriodEndDate Namespace Prefix: dei_ Data Type: xbrli:dateItemType Balance Type: na Period Type: duration

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- Definition Boolean flag that is true only for a form used as an quarterly report. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-Q -Number 240 -Section 308 -Subsection a + Details Name: dei_DocumentQuarterlyReport Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

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- Definition Boolean flag that is true only for a form used as a transition report. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1 + Details Name: dei_DocumentTransitionReport Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

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- Definition The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'. + References No definition available. + Details Name: dei_DocumentType Namespace Prefix: dei_ Data Type: dei:submissionTypeItemType Balance Type: na Period Type: duration

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- Definition Address Line 1 such as Attn, Building Name, Street Name + References No definition available. + Details Name: dei_EntityAddressAddressLine1 Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

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- Definition Address Line 2 such as Street or Suite number + References No definition available. + Details Name: dei_EntityAddressAddressLine2 Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

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- Definition Name of the City or Town + References No definition available. + Details Name: dei_EntityAddressCityOrTown Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

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- Definition Code for the postal or zip code + References No definition available. + Details Name: dei_EntityAddressPostalZipCode Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

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- Definition Name of the state or province. + References No definition available. + Details Name: dei_EntityAddressStateOrProvince Namespace Prefix: dei_ Data Type: dei:stateOrProvinceItemType Balance Type: na Period Type: duration

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- Definition A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityCentralIndexKey Namespace Prefix: dei_ Data Type: dei:centralIndexKeyItemType Balance Type: na Period Type: duration

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- Definition Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument. + References No definition available. + Details Name: dei_EntityCommonStockSharesOutstanding Namespace Prefix: dei_ Data Type: xbrli:sharesItemType Balance Type: na Period Type: instant

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- Definition Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure. + References No definition available. + Details Name: dei_EntityCurrentReportingStatus Namespace Prefix: dei_ Data Type: dei:yesNoItemType Balance Type: na Period Type: duration

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- Definition Indicate if registrant meets the emerging growth company criteria. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityEmergingGrowthCompany Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

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- Definition Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen. + References No definition available. + Details Name: dei_EntityFileNumber Namespace Prefix: dei_ Data Type: dei:fileNumberItemType Balance Type: na Period Type: duration

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- Definition Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityFilerCategory Namespace Prefix: dei_ Data Type: dei:filerCategoryItemType Balance Type: na Period Type: duration

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- Definition Two-character EDGAR code representing the state or country of incorporation. + References No definition available. + Details Name: dei_EntityIncorporationStateCountryCode Namespace Prefix: dei_ Data Type: dei:edgarStateCountryItemType Balance Type: na Period Type: duration

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- Definition Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405 + Details Name: dei_EntityInteractiveDataCurrent Namespace Prefix: dei_ Data Type: dei:yesNoItemType Balance Type: na Period Type: duration

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- Definition The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityRegistrantName Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration

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- Definition Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityShellCompany Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

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- Definition Indicates that the company is a Smaller Reporting Company (SRC). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntitySmallBusiness Namespace Prefix: dei_ Data Type: xbrli:booleanItemType Balance Type: na Period Type: duration

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- Definition The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2 + Details Name: dei_EntityTaxIdentificationNumber Namespace Prefix: dei_ Data Type: dei:employerIdItemType Balance Type: na Period Type: duration

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- Definition Local phone number for entity. + References No definition available. + Details Name: dei_LocalPhoneNumber Namespace Prefix: dei_ Data Type: xbrli:normalizedStringItemType Balance Type: na Period Type: duration