As filed with the U.S. Securities and Exchange Commission on April 16,August 20, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SecureTech Innovations, Inc., Inc.

 (Exact name of registrant as specified in its charter)

2355 Highway 36 West, Suite 400, Roseville, MN55113

(651) (651) 317-8990

 (Address, including zip code, and telephone number, including are code, of registrant’s principal executive offices)

2355 Highway 36 West, Suite 400, Roseville, MN55113

(651) (651) 317-8990

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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):

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.

¨

Calculation of Registration Fee

(1)In the event of a stock split, stock dividend, or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended (“Securities Act”). 

(2)Estimated solely for the purposes of calculating the registration fee under Rule 457(c), based on the most recent bid price our common stock on April 16,August 11, 2021. See “Market for Common Equity and Related Stockholder Matters” starting on page 33.38. 

(3)Warrants previously issued on June 30, 2020, pursuant to a private placement.placement that closed on June 30, 2020. Fees based on exercise price of applicable shares issuable upon exercise of warrants in accordance with Rule 457(g). 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell the securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

14,196,50015,085,000 Shares of Common Stock

This prospectus relates to the offer for sale of up to 14,196,50015,085,500 shares of our common stock, $0.001 par value, by the selling stockholders (“Selling Stockholders”) listed on page 14 consisting of 12,439,30013,328,300 shares of our common stock currently issued and outstanding and 1,757,200 shares of our common stock underlying stock purchase warrants issued in a private placement offering that closed on June 30, 2020 (collectively, “Warrants”) comprised of: (i) 439,300 warrants, each having an exercise price of $0.20 per share, expiring on June 30,December 31, 2021; (ii) 439,300 warrants, each having an exercise price of $0.30 per share, expiring on DecemberMarch 31, 2021;2022; (iii) 439,300 warrants, each having an exercise price of $0.40 per share, expiring on June 30, 2022; and (iv) 439,300 warrants, each having an exercise price of $0.50 per share, expiring on December 31, 2022.

The Selling Stockholders identified inwill offer their shares at a fixed price per share of $0.25 for their currently issued shares and, for Warrants, at their respective exercise prices, until our shares are quoted on the OTCQB and, assuming we can secure this prospectus may offer the shares from time to time through public or private transactionsqualification, thereafter at prevailing market prices at prices related to prevailing market prices, or at privately negotiated prices. For additional information on the methods of sale that may be used by the Selling Stockholders, please see “Plan of Distribution” on page 16. For a list of the Selling Stockholders, please see “Selling Stockholders” on page 14.

We will not receive proceeds from the sale of shares by the Selling Stockholders. We will receive the proceeds from any cash exercises of the Warrants.Warrants, if any. Each Warrant is exercisable at any time until its expiration date as described above.

There are no underwriting commissions involved in this offering.  We have agreed to pay all the costs of this offering. The Selling Stockholders will pay none of the offering expenses, which are estimated to be $28,256.$28,353.

Our common stock is listed on the OTC Pink exchange under the symbol “SCTH.“SCTH,” As of the date of this prospectus,which is not recognized as an established public trading market. There is no guarantee that our common stock has not tradedwill ever be quoted on the OTC Pink exchange. Even though are common stock is listed on the OTC Pink exchange, there is no guaranteeOTCQB or, if accepted and quoted, that a market will ever develop for shares of our common stock. The last reported cash sales price of our common stock was $0.15 per share.shares.

We are an early stageearly-stage company and qualify as an “emerging growth company” as defined in the Jumpstart ourOur Business Startups Act (“JOBS Act”), and will therefore be subject to reduced public company reporting requirements. For more information, see the prospectus section titled “Emerging“Implications of Being an ‘Emerging Growth Company Status”Company’” starting on page 5.2.

Our independent registered public accountant has issued an audit opinion whichthat includes a statement expressing substantial doubt as toabout our ability to continue as a going concern. For more information, their report is includedcontained in this prospectus on page F-2.

INVESTING IN OUR SECURITIES INVOLVES SIGNIFICANT RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” ON BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN RISK FACTORS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

NEITHER THE SEC NOR ANY OTHER REGULATORY BODY HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Subject to completion, the date of this prospectus is April 16,August 20, 2021.

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FORWARD-LOOKING STATEMENTS1 

PROSPECTUS SUMMARY1 

Business Overview1 

Implications of Being an “Emerging Growth Company”12 

Limited Operating History; Need for Additional Capital23 

Going Concern Consideration3 

High Degree of Risk3 

The Offering4 

RISK FACTORS5 

USE OF PROCEEDS14 

DETERMINATION OF OFFERING PRICE14 

SELLING STOCKHOLDERS14 

PLAN OF DISTRIBUTION1617 

DESCRIPTION OF SECURITIES1720 

Common Stock1720 

Preferred Stock1720 

Warrants1820 

Dividend Policy1821 

Shares Eligible for Future Sale1821 

Anti-Takeover Effects of our Articles of Incorporation1921 

Limitations of Liability and Indemnification Matters1921 

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION1922 

Results of Operations2123 

Liquidity and Capital Resources22

Impact of the COVID-19 (Coronavirus) Pandemic23

BUSINESS2429 

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE2833 

EXECUTIVE COMPENSATION3035 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT3237 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS3338 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS3338 

LEGAL PROCEEDINGS3439 

EXPERTS3439 

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES3439 

WHERE YOU CAN FIND MORE INFORMATION3540 

REPORTS TO SHAREHOLDERS3540 

FINANCIAL STATEMENTSF-11 

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FORWARD-LOOKING STATEMENTS

CertainThis prospectus contains “forward-looking statements, made in this prospectus are “forward-looking statements”” as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our liquidity, expectations regarding the plansimpact of the COVID-19 (Coronavirus) worldwide pandemic on our business, overall sales results, expectations regarding the length of pandemic’s business disruption. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” and objectives of management forsimilar references to future operations. Suchperiods. Forward-looking statements involve knownare based on our current expectations and unknown risks, uncertainties,assumptions regarding our business, the economy, and other factorsfuture conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may causeare difficult to predict. Our actual results performance, or achievements of SecureTech Innovations, Inc. (“SecureTech” or “Company”) to bemay differ materially different from any future results, performance, or achievements expressed or impliedthose contemplated by such forward-looking statements. TheWe caution you, therefore, against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in any forward-looking statements included herein are based on current expectations that involve numerous risksinclude the failure to receive material orders, our ability to successfully market and uncertainties. SecureTech’s plans and objectives are based, in part, on assumptions involving it continuing as a going concern and executing on its stated business plan and objectives. Assumptions relating tosell the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyondproducts we develop, the control of SecureTech. Although SecureTech believes its assumptions underlying the forward-looking statements are reasonable, anyeffects of the assumptions could prove inaccurateCOVID-19 pandemic, including general and therefore, there canoverall levels of consumer, business, and economic confidence, the duration of the COVID-19 pandemic and its general severity, the pace of recovery following the COVID-19 pandemic, the effects on our supply chains, potential import and export tariffs or other restrictions that may be no assurance the forward-looking statements includedplaced on our products by governments and regulatory agencies, and possible pricing pressure from market competition. Further information on our risk factors is contained in this prospectus will proveunder “Risk Factors” beginning on page 5. Any forward-looking statement made by us speaks only as of the date on which it is made. Factors or events that could cause our actual results to be accurate. Considering the significant uncertainties inherent in thediffer may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statements included herein, the inclusion of such information should not be regardedstatement, whether as a representationresult of new information, future developments, or otherwise, except as may be required by SecureTech or any other person that the objectives and plans of SecureTech will be achieved.law.

These forward lookingforward-looking statements represent our estimates and assumptions only as of the date of this prospectus and, except as required by law, we undertake no obligation, and we expressly disclaim any obligation,responsibility, to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise after the date of this prospectus. We qualify all of our forward-looking statements by these cautionary statements.

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

PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus, but it does not contain all of the information that you may consider important in making your investment decision. Therefore, you should carefully read the entire prospectus carefully, including, in particular, the “Risk Factors” section beginning on page 145 of this prospectus and the financial statements and related notes included elsewhere in this prospectus before making an investment decision.

Business Overview

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

SecureTech is an emerging growth company focused on developing and marketing personal and automobile security and safety devices and technologies. Through a licensed patent, SecureTech has created its initial product, Top Kontrol. Top Kontrol is unlike any other product on the market – it prioritizes the driver and passengers' safety. Not only does Top Kontrol protect your vehicle from unattended theft like other car alarms, but it is the only anti-theft and personal safety device able to thwart an active carjacking attempt without any action by the driver.

Through its advanced design and use of a licensed patent, Top Kontrol can tell the difference between an authorized driver and an unauthorized thief or carjacker using strategically placed sensors in the automobile and a unique FOB device hidden on the authorized driver’s person. Regardless of whether someone tries to steal your vehicle while it is innocently idling unattended in the parking lot or take it by force at gunpoint, Top Kontrol will only allow the unauthorized driver to drive for 15-20 seconds before automatically turning the engine off and preventing any attempt to restart the engine. This prevents the thief from stealing your car and/or allows the driver sufficient time to run to safety after being threatened at gunpoint. SecureTech is not aware of any other product on the market that solves the carjacking problem in the manner of Top Kontrol.

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Because Top Kontrol is wired into the automobile’s ignition and lighting systems, it must be installed and serviced by a Top Kontrol Certified Technician.

Implications of Being an “Emerging Growth Company”

As a public reporting company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” under the Jumpstart ourOur Business Startups Act of 2012 (“JOBS Act”). An emerging growth company may

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take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under §107 of the JOBS Act.

Certain of these reduced reporting requirements and exemptions were already available to us due to the fact that we also qualify as a “smaller reporting company” under SEC rules. For instance, smaller reporting companies are not required to obtain an auditor attestation and report regarding management’s assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

Under the JOBS Act, we may take advantage of these reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.0 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. Furthermore, under current SEC rules, we will continue to qualify as a “smaller reporting company” for so long as we (i) have a public float (i.e., the market value of common equity held by non-affiliates) of less than $75 million as of the last business day of our most recently completed second fiscal quarter; or (ii) for so long as we have a public float of zero, have annual revenues of less than $50 million during our most recently completed fiscal year.

Investors should be aware that we are also subject to the “Penny Stock” rules adopted by the Securities and Exchange Commission, which regulate broker-dealer practices in connection with transactions in Penny Stocks. These regulations may have the effect of reducing the level of trading activity, if any, in the secondary market for our stock, and investors in our common stock may find it difficult to sell their shares.

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Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an emerging growth business with limited operating history. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administrative expenditures associated

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with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

As of December 31, 2020,June 30, 2021, we had incurred ($347,018)381,077) in losses since our inception on March 2, 2017. We have not achieved profitability and expect to continue to incur net losses into subsequent fiscal periods. We expect to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may never occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis, which could cause us to go out of business.

To become profitable and competitive, we must successfully sell our current product, Top Kontrol, and continue to innovateinnovating and developdeveloping new similar personal and automobile security and safety devices and technologies that the marketplace will be accepted by the marketplace.accept. We anticipate relying on equity sales of our common stock to continue to fund our business operations until we can generate sufficient revenues to cover our operating expenses, which may never happen. Issuances of additional shares will result in dilution to our then existing stockholders. There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financingfinancings to fund our planned business activities. We may also rely on loans from our management or other significant shareholders. However, there are no assurances that management or any of our significant shareholders will provide us with any additional funds in the future.

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

Going Concern Consideration

Our independent registered public accountant has issued an audit opinion whichthat includes a statement expressing substantial doubt as toabout our ability to continue as a going concern. For more information, their report is includedcontained in this prospectus on page
F-2.

High Degree of Risk

This offering and any investment in our common stock involvesinvolve a high degree of risk. If we are unable tocannot generate sufficient revenue to become profitable, we may be obliged to cease business operations due to a lack of operating capital. We face many challenges to continue operations, including our lack of operating history, limited revenues to date, and the losses we have incurred to date.incurred. Please review the "Risk Factors" starting on page 5 of this prospectus.

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The Offering

Following is a brief summary ofThe following summarizes this offering:

(1)Assumes the exercise of all shares underlying the Warrants being registered hereunder. 

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RISK FACTORS

If any of the following risks occur, our business, financial condition, and results of operations could be harmed, and you may lose your entire investment.

Failure to successfully address the risks and uncertainties described below could have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline, and investors may lose all or part of their investment. We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.

Risks Related to the COVID-19 (Coronavirus) Pandemic

The recent COVID-19 (Coronavirus) pandemic has impacted our operations, and could continue to adversely affect our business operations, financial performance, and results of operations, the extent of which is uncertain and difficult to predict.

The global spread of the COVID-19 pandemic has created significant business uncertainty for us and others, resulting in volatility and economic disruption. Additionally, the outbreak has resulted in local, state, national, and international government authorities implementing numerous measures to reduce the spread of COVID-19. Examples of such measuresactions include travel bans and restrictions, quarantines, shelter-in-place, stay-at-home or total “lock-down” (or similar) orders, and business limitations and forced closures.

As a result of the COVID-19 pandemic, including the related responses from various government authorities, our business and operations have been impacted, including our employees being forced to work from home and avoid travel and meeting in public. During the COVID-19 outbreak, many of our targeted prospective customers and resellers have experienced, and continue to experience, mandated business closures, reduced operating hours, and other similar restrictions due to the COVID-19 pandemic, which have negatively impacted our Top Kontrol product rollout plans and early sales efforts. An example of how we have been negatively impacted includes the postponing of the annual SEMA Show in Las Vegas, which we had planned on exhibiting at in November 2020, and other similar events to later dates or shifting events from an in-person format to online only, which have largely proven ineffective.

Our business operations, financial performance, and results of operations could be further adversely affected in several ways, including, but not limited to, the following:

The spread of COVID-19 has caused most businesses, including ours, to modify business practices, including travel, employee work locations, and the cancellation of physically participating in meetings, events, and conferences. We may be forced to take further actions as may be mandated by government authorities or that we determine are in the best interests of our employees,

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customers, and business partners. Further, key personnel could contract COVID-19, hindering their availability and productivity.

The degree to which the COVID-19 pandemic impacts our operations, business, financial results, liquidity, and financial condition will depend on future developments, which are highly uncertain, continuously evolving, and cannot be predicted. This includes, but is not limited to, the duration and spread of the pandemic, its severity, actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and business operating conditions can resume.

Risks Related to Our Financial Condition

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

We were incorporated on March 2, 2017 and have incurred ($347,018)381,077) in losses through December 31, 2020.June 30, 2021. We have very little operating history upon which an evaluation of our future success or failure can be made. We have not achieved profitability and expect to continue to incur net losses in future reporting periods. We expect to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may never occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis which could cause us to go out of business.

Expenses required to operate as a public company will reduce funds available to implement our business plan and could have an adverse effect toon our results of operations, cash flow, and overall financial condition.

Operating as a public company is considerably more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be costlier than planned. We may also be required to hire additional staff to comply with ongoing SEC reporting requirements. We estimate that the cost of maintaining SEC reporting status to be approximately $150,000 annually.annually at our current level of business operations. As our business continues to grow and develop, our financial statements and our SEC filings will become more complex, which we estimate will in our compliance expenses to continue increasing annually – potentially substantially – which could have an unexpected material adverse effect on our business, results of operations, and overall financial condition.

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

Our independent registered public accounting firm has discussed their uncertainty regarding our business operations in their audit report dated March 18, 2021, which is part of the financial statements that are part of this prospectus on page F-2. This means that there is substantial doubt that we can continue as an ongoing business for the next 12 months. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue in business. As such, we may have to cease operations, and you could lose your entire investment.

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

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

Risks Related to Our Industry

Our industry is highly competitive, and as an emerging growth company with a new and generally unknown brand, we may be at a disadvantage to our competitors.

Our industry is highly competitive in general. We are an emerging growth company with limited financial resources and a new and generally unknown brand with limited recognition. Our competitors, both established and future unknown competitors, have better brand recognition and, in most cases, substantially greater financial resources than we have. Our ability to

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successfully compete in our industry depends on many factors, both within and outside our control. These factors include the following:

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If we are unable to effectively compete on a continuing basis or unforeseen competitive pressures arise, such inability to compete could have a material adverse effect on our business, results of operations, and overall financial condition.

Risks Related to Our Business

Our products may not achieve market acceptance, thereby reducing the chance for success.

We are only in the early stages of producing and marketing our first product, Top Kontrol. It is unclear whether this product and its features or other unanticipated events may result in lower-than-anticipated general sales, that are lower-than-anticipated, which could force us to limit our expenditures on research and development, advertising, and general company requirements for improving and expanding our product offerings. We cannot guarantee consumer demand or interest in our current or future product offerings, which could have a material adverse effect on our business, results of operations, and overall financial condition.

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

Although SecureTech believes that its product offerings will become commercially viable, there is no verification by the marketplace that our products will be accepted by or purchased by customers. If the market chooses to buy our competitors’ products, it may be more difficult, if not impossible, for us to become profitable, which would substantially harm our business and, possibly, cause it to fail.

Consumer trends, seasons fluctuations, and general global economic conditions and outlook may cause unpredictable operating results.

SecureTech’s operating results may fluctuate significantly from period to period due to a variety ofvarious factors, including purchasing patterns of customers, competitive pricing, and general economic conditions. There is no assurance that we will be successful in marketing our products or that any revenue from our products' sales will be significant. Consequently, SecureTech’s revenues may vary significantly by quarter, and our operating results may experience significant fluctuations making it difficult to value our business and could lead to extreme volatility in our future share price.

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

Our future success depends in part on our proprietary technology, technical know-how, and other intellectual property. We rely on intellectual property laws, confidentiality procedures, and contractual provisions, such as nondisclosure terms, to protect our intellectual property. Others may independently develop similar technology, duplicate our products or design around our intellectual property rights. Also, unauthorized parties may attempt to copy aspects of our products and technologies or obtain and use information that we regard as proprietary. Any of these events could significantly harm our business, financial condition, and operating results.

We also rely on technologies that we acquire from others. We may rely on third parties for further required technologies. We may purchase a product’s logic component or other technological devices from outside sources, which may require payment of annual fees to enable us to get updates/upgrades and technical support to the logic portion of the system or device. We may find it necessary or desirable in the future to obtain licenses or other rights relating to one or more of our products or current or future technologies. These licenses or other rights may not be available on commercially reasonable terms or at all. The inability

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to obtain specific licenses or other rights or obtain such licenses or rights on favorable terms, or the need to engage in litigation regarding these matters, could have a material adverse effect on our business, financial condition, and operating results.

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Moreover, the use of intellectual property licensed from third parties may limit our ability to protect our products' proprietary rights.

While no current lawsuits are pending or filed against SecureTech, the possibility exists that a claim of some kind may be made in the future.

While no current lawsuits are pending or filed against us, the possibility exists that a claim of some kind may be made in the future.

Presently we have no general liability insurance policy. While we intend to seek such coverage sometime during the current fiscal year, we can offer no assurances that we will successfully be able to obtain such coverage or, if such coverage is offered to us, that we will be able to afford the annual premiums. Further, even with general liability coverage, there can be no guarantees that the coverage would fully protect us from legal claims arising from a future lawsuit, which could have a material adverse effect on our results of operations and financial condition.

Our business's success depends heavily on key personnel, particularly Kao Lee, and his business experience and understanding of our industry. Our businesscompany would likely fail if we were to lose his services.

Our business's success depends heavily upon our principal executive officer Kao Lee's abilities and experience. The loss of Mr. Lee would have a significant and immediate impact on our business, results of operations, and overall financial condition. Further, the loss of Mr. Lee would force us to seek a replacement or replacements who may have less general business experience and, in particular, experience in our industry, fewer industry contacts, and less understanding of our overall business plan. We can make no assurances that we will be able to find a suitable replacement should Mr. Lee depart, which could force us to curtail operations and/or cease operations, whereby you could lose your entire investment.

Mr. Lee is not presently covered by an employment agreement, nor is he subject to a non-compete agreement that would survive his employment termination. Mr. Lee can terminate his relationship with us at any time without cause. Further, we do not carry “key person” insurance on any employee, including Mr. Lee. The departure of Mr. Lee would most likely have a severe and negative impact on our overall business and cause us to cease operations, whereby you could lose your entire investment.

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

Our officers and directors currently control an aggregate of approximately 87.4%46.7% of our eligible votes in all voting matters. Accordingly, our officers and directors can solelyessentially determine and control all corporate decisions, even if such decisions may not be in the best interest of minority shareholders.

Our officers and directors currently control an aggregate of 149,000,00080,000,000 votes in all voting matters, or approximately 87.4%46.7%, of all eligible votes. Accordingly, our officers and directors can essentially determine the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. Our directors' interests may differ from the interests of the other shareholders and thus result in corporate decisions that are disadvantageous to other shareholders.

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

Our officers and directors have potential conflicts of interest in his dealings with us. Circumstances under which conflicts of interest include:

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

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

The responsibility of developing our core business, securing the financing we need, both primary and expansion, and fulfilling the reporting requirements of a public company all fall upon our officers and directors, none of whom currently dedicate more than 50% of their professional time to SecureTech’s business operations.

Both Messrs. Lee and Vang spend their remaining professional time dedicated to Shongkawh, LLC, which is a private consulting firm specializing in developing personal and automobile security and safety devices and technologies. One of the patented technologies developed at Shongkawh was licensed to us and is the underlying technical platform for our Top Kontrol product. Without this patent license we would not have a product.

Despite Messrs. Lee and Vang’s heavy involvement in Shongkawh we cannot guarantee that it would license any future technological developments or patents to us again. Further, there is no guarantee that should Shongkawh develop new useful technologies in the future that it would not license such technologies to a competitor or another company that could be controlled by Messrs. Lee and Vang.

It is also important to consider that none of our officers or directors are presently under any employment agreements with any of their business interests, including our business. If they were to enter into such an agreement with an outside business interest, they could be forced to resign from our business or devote even less time to our business interests than they presently do.

In the event that any of our officers or directors are unable to fulfill any aspect of their duties or they decide to start spending more time on their competing business interests, we may experience a shortfall or complete lack of revenue resulting in little or no profits and the eventual closure of our business.

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

We currently do not own our production lines or manufacturing facilities. We manufacture our products in the United States through third-party contract manufacturers.

Our current reliance on these third-party contract manufacturers involves significant risks, including reduced control over quality and logistics management, the potential lack of adequate capacity, and the discontinuance of the contractors’ assembly processes. Potential financial instability at our contract manufacturers could result in us having to find new component suppliers, which could increase our costs and delay our product and installation deliveries. Our contractorcontract manufacturers could also choose to discontinue contracting to build our products for any variety of reasons, with or without cause. Consequently, we may experience delays – potentially significant delays – in the timeliness, quality, and adequacy in product and installation deliveries, any of which could have a material adverse effect on our business, results of operations, and overall financial condition.

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We will incur additional expenses and management’s time relating to SEC reporting obligations and SEC compliance requirements, and our management has no experience in such matters.

Our officers and directors are responsible for managing us, including complying with SEC reporting obligations, maintaining disclosure controls and procedures, and preserving internal control over financial reporting. These public reporting requirements and controls are new to our officers and directors and, at times, will require us to obtain outside assistance from legal, accounting, or other professionals whichwho will increase, potentially substantially, our costs of remaining compliant with these requirements. Should we fail to comply with these reporting requirements and internal controls and procedures, we may be subjected to securities law violations that may result in additional compliance costs or costs associated with SEC judgments or fines, both of which will increase our costs and negatively affect our potential profitability and our ability to conduct our business.

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

We do not have an audit or compensation committee or board of directors as a whole that is composed of independent directors. Our officers and directors perform the functions of these traditional corporate committees. Because none of our directors are deemed independent, there is a potential conflict between their and/or our interests and our shareholders’ interests since the above will participate in discussions concerning management compensation and audit issues that may affect management decisions. Until we have an audit committee or independent directors, there may be less oversight of management decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

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

We currently do not maintain any insurance coverage. In the event that we are found liable for damages or other losses, we would incur substantial and protracted losses in paying any such claims or judgments. In the past, weWe have not maintained liability insurance in the past but intend to acquire such coverage immediately upon resources becoming available. There is no guarantee that we can secure such coverage or that any insurance coverage, if ever secured, would protect us from any damages or loss claims filed against it.

Risks Related to Market for Our Common Stock

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

Purchasing shares in SecureTech is speculative in nature and involves significant risks. Our shares should not be purchased by any person who cannot afford the loss of his or her entire investment. SecureTech’s business plan and objectives are also speculative, and we may be unable to achieve those objectives successfully. Shareholders in SecureTech may be unable to realize a substantial return on their investment, or any return whatsoever, and may lose their entire investment in SecureTech. For this reason, each prospective investor should read this prospectus and all of its exhibits carefully and consult with their attorney, business advisor, and/or investment advisor.

Even though we have a ticker symbol on the OTC Pink exchange,marketplace, no market for our shares of common stock has developed, and it is possible that a market may never develop, which would render investors’ investment illiquid. In the event a market may develop, future market prices for our shares may be volatile.

Our common stock was assigned the trading symbol “SCTH” on the OTC Pink exchangemarketplace on March 29, 2021, but a market has not developed and itdeveloped. If fact, as of the date of this prospectus, not a single share of our common stock has not traded on the OTC Pink exchangemarketplace as of the date of this prospectus. We can offer no assurances that a market will ever develop for shares of our common stock.

Further, in the event a market may develop for shares of our common stock, the market price for our shares may be highly volatile and subject to wide fluctuations in response to various factors, including the following:

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

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

We do not intend to pay any dividends on our common stock. Therefore there are limited ways in which you canto make a profit on any investment in SecureTech Innovations, Inc.

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

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

Our Articles of Incorporation, as amended, authorizes the issuance of up to 500 million shares of common stock and of up to 50 million shares of blank check preferred stock with such rights and preferences as may be determined from time to time by our Board of Directors. Our Board of Directors may, without requiring shareholder approval, issue shares of preferred stock with dividends, liquidation, conversion, voting, or other rights that could supersede and/or adversely affect the voting power and/or other rights of the holders of our common stock. The ability of our Board of Directors to issue shares of common stock and/or preferred stock may prevent any shareholder attempt to replace or remove current management and/or could make it extremely difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. Additionally, the issuance of additional common stock or preferred stock in the future may significantly reduce your proportionate ownership and voting power.

It is important to note that as of April 16,August 20, 2021, we could issue up to an additional 329,557,700328,668,700 shares of common stock without shareholder consent.

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

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

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

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

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

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

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

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

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

As of April 16,August 20, 2021, we had 170,442,300 shares of our common stock issued and outstanding. Of these shares currently issued and outstanding:

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In addition to the preceding, there are 1,757,200 outstanding warrants to purchase shares of our common stock. These warrants have exercise prices ranging from $0.20 to $0.50 a share and expire between June 30,December 31, 2021, and December 31, 2022. Holders of these warrants can exercise them at any time of their choosing. Presently, these warrants would convert into additional shares of common stock subjected to the restrictions under Rule 144.

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

We are classified as an “emerging growth company” as well as a “smaller reporting company”company,” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies will make our common stock less attractive to investors.

We are an "emerging growth company",company," as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that apply to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

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Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of specific accounting standards until those standards would otherwise apply to private companies.

We could remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Notwithstanding the above, we are also currently a “smaller reporting company,” meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company,” at such time are we cease being an “emerging growth company,” the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company.” Specifically, similar to “emerging growth companies,” “smaller reporting companies” can provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only be required to provide two years of audited financial statements in annual reports. Reduced disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze our results of operations and financial prospects.

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

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

We do not currently have independent audit or compensation committees. As a result, the board of directors has the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures,

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regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our shareholders without protections against interested director transactions, conflicts of interest and similar matters, and investors may be reluctant to provide us with funds necessary to expand our operations.

We have elected to use the extended transition period for complying with the new or revised accounting standards under Section 102(b)(2)(B) of the JOBS Act.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, thatwhich allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

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

Although the federal securities law provides a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, if we are a penny stock, we will not have the benefit of this safe harbor protection in the event of any claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading.

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USE OF PROCEEDS

We will not receive any proceeds from the sale of common stock by the Selling Stockholder. All of the net proceeds from the sale of our common stock will go to the Selling StockoldersStockholders as described “Selling Stockholders” on page 14 and “Plan of Distribution” on page 16.17.

We may, however, receive proceeds in the event that some or all of the Warrants held by the Selling Stockholders are exercised for cash. If the Selling Stockholders decide to exercise their Warrants, we will receive up to an aggregate of $615,020 from the exercise of these Warrants, assuming all Warrants are exercised for cash. However, we cannot guarantee that any Warrants will ever be exercised for cash. There can be no assurance that any of the Selling Stockholders will exercise their Warrants or that we will receive any proceeds therefrom.from them. We intend to use any net proceeds received from the exercise of Warrants, if any, for working capital and general corporate needs.

DETERMINATION OF OFFERING PRICE

The Selling Stockholders will determine at whatWe arbitrarily determined the offering price they may sell the common stock offered by this prospectus, and such sales may be made at fixed prices, prevailing market prices at the time of the sale, varying prices determined atshares.  The offering price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a company.  Accordingly, the timeoffering price should not be considered an indication of sale, or negotiated prices.the actual value of the securities.

SELLING STOCKHOLDERS

The following section presents information regarding the Selling Stockholders. The Selling Stockholders table and the accompanying notes describe the Selling Stockholders and the number of shares of our common stock being offered.

The 14,196,50015,085,500 shares of common stock being offered for resale in this registration statement include: (i) 12,439,30013,328,300 shares of common stock, and (ii) 1,757,200 shares of common stock underlying Warrants.

All expenses incurred with respect to the registration of the common stock will be borne by us, but we will not be obligated to pay any underwriting fees, discounts, commission, or other expenses incurred by the Selling Stockholders in connection with the sale of such shares.

The Selling Stockholders may from time to time offer and sell pursuant to this prospectus any or all of the shares of common stock set forth in the following table. There is no requirement for the Selling Stockholders to sell their shares, and we do not know when, or if, or in what amount the Selling Stockholders may offer the securities for sale pursuant to this prospectus.

The table below has been prepared based upon the information furnished to us by the Selling Stockholders as of April 16,August 20, 2021. The Selling Stockholders identified below may have sold, transferred, or otherwise disposed of some or all of their shares since the date on which the information in the following table is presented in transactions exempt from or not subject to the

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registration requirements of the Securities Act. Information concerning the Selling Stockholders may change from time to time, and, if necessary, we will supplement this prospectus accordingly. We cannot give an estimate as to whether the Selling Stockholders will in fact sell any or all of their shares of common stock.

The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by the Selling Stockholders, including:

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(*) Less than 1%

(1)Assumes shares of common stock issued and outstanding following completion of this offering, based on (i) 170,442,300171,331,300 shares outstanding as of April 16,August 20, 2021, and (ii) 1,757,200 shares issued upon the exercise of Warrants held by Selling Stockholders. 

(2)Includes, (i) 15,000 shares of common stock, and (ii) 60,000 shares of common stock underlying Warrants. Andreas Giannopoulos has voting and dispositive power of the shares held by this Selling Stockholder. 

(3)Includes, (i) 20,000 shares of common stock, and (ii) 80,000 shares of common stock underlying Warrants. 

(4)Includes, (i) 134,800 shares of common stock, and (ii) 539,200 shares of common stock underlying Warrants. 

(5)Includes, (i) 33,400 shares of common stock, and (ii) 133,600 shares of common stock underlying Warrants. 

(6)Includes, (i) 20,000 shares of common stock, and (ii) 80,000 shares of common stock underlying Warrants. 

(7)Includes, (i) 10,000 shares of common stock, and (ii) 40,000 shares of common stock underlying Warrants. 

(8)Randall Scott Gifford has sole voting and dispositive power of the shares held by this Selling Stockholder. Mr. Gifford beneficially owns and controls an aggregate of 400,000 shares of our common stock. 

(9)Includes, (i) 25,000 shares of common stock, and (ii) 100,000 shares of common stock underlying Warrants. Thuy Le has voting and dispositive power of the shares held by this Selling Stockholder. 

(9)(10)Includes, (i) 20,000 shares of common stock, and (ii) 80,000 shares of common stock underlying Warrants. 

(10)(11)Includes, (i) 14,100 shares of common stock, and (ii) 56,400 shares of common stock underlying Warrants. 

(11)(12)Includes, (i) 70,000 shares of common stock, and (ii) 280,000 shares of common stock underlying Warrants. 

(12)(13)Mr. Gifford beneficially owns and controls an aggregate of 400,000 shares of our common stock, including those beneficially held by First Choice Plumbing & Heating, LLC, which is included in this prospectus. 

(14)Includes, (i) 67,000 shares of common stock, and (ii) 268,000 shares of common stock underlying Warrants. 

(13)(15)J. Scott Sitra has sole voting and dispositive power of the shares held by this Selling Stockholder. 

(14)(16)Includes, (i) 10,000 shares of common stock, and (ii) 40,000 shares of common stock underlying Warrants. 

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PLAN OF DISTRIBUTION

WeSelling Stockholders are registering theoffering up to 15,085,500 shares of our common stock covered by this prospectus to permit theconsisting of 13,328,300 shares of our common stock currently issued and outstanding and 1,757,200 shares of our common stock underlying stock purchase warrants issued in a private placement offering that closed on June 30, 2020 (collectively, “Warrants”) comprised of: (i) 439,300 warrants, each having an exercise price of $0.20 per share, expiring on December 31, 2021; (ii) 439,300 warrants, each having an exercise price of $0.30 per share, expiring on March 31, 2022; (iii) 439,300 warrants, each having an exercise price of $0.40 per share, expiring on June 30, 2022; and (iv) 439,300 warrants, each having an exercise price of $0.50 per share, expiring on December 31, 2022.

The Selling Stockholders to conduct public secondary tradingwill offer their shares at a fixed price per share of these$0.25 for their currently issued shares from time to time afterand, for Warrants, at their respective exercise prices, until our shares are quoted on the date ofOTCQB and, assuming we can secure this prospectus. qualification, thereafter at prevailing market prices or privately negotiated prices. There is no guarantee that our stock will ever be quoted on the OTCQB, or if quoted, that a market will ever develop.

We will not receive any of the proceeds offrom the sale of shares by the shares offered by this prospectus. WeSelling Stockholders. If the Selling Stockholders decide to exercise their Warrants, we will receive up to an aggregate of $615,020 from the exercise of these Warrants, assuming all Warrants are exercised for cash. The aggregate proceeds to the Selling Stockholders from the sale of the sharesHowever, we cannot guarantee that any Warrants will ever be the purchase price of the shares lessexercised for cash. Each Warrant is exercisable at any discounts and commissions. Each Selling Stockholder reserves the right to accept and, together with their respective agents, to reject, any proposed purchases of shares to be made directly or through agents.time until its expiration date as described above.

The sharessecurities offered by this prospectus will be sold by the Selling Stockholders.  Selling Stockholders in this offering may be soldconsidered underwriters. We are not aware of any underwriting arrangements that have been entered into by the Selling Stockholders. The distribution of the securities by the Selling Stockholders may be affected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

The Selling Stockholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such Selling Stockholders, the pledge in such loan transaction would have the same rights of sale as the Selling Stockholders under this prospectus. The Selling Stockholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the over the counter market, the Selling Stockholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer, the transferee would have the same rights of sale as such selling stockholders under this prospectus.

Upon this registration statement being declared effective, the Selling Stockholders may offer and sell their shares from time to time to purchasers (1) directly byuntil all of the shares registered are sold; however, this offering may not extend beyond two (2) years from the initial effective date of this registration statement.

Regulation M

We have advised the Selling Stockholders or (2) through underwriters, broker-dealers or agents, whothat the anti-manipulation rules of Regulation M under the Exchange Act may receive compensationapply to sales of shares in the formmarket and to the activities of discounts, commissions,the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or agent’s commissions frompurchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution.

Accordingly, the Selling Stockholders orare not permitted to cover short sales by purchasing shares while the purchasersdistribution of it taking place. Regulation M also governs bids and purchases made in order to stabilize the shares. The shares may be distributed atprice of a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices.

Any underwriters, broker-dealers, or agents who participatesecurity in the sale orconnection with a distribution of the shares may be deemed to be “underwriters” within the meaning of the Securities Act. As a result, any discounts, commissions, or concessions received by any such broker-dealer or agents who are deemed to be underwriters will be deemed to be underwriting discounts and commissions under the Securities Act. Underwriters are subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities under the Securities Act and the Exchange Act. Wesecurity. In addition, we will make copies of this prospectus available to the Selling Stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. To our knowledge, there are currently no plans, arrangements, or understandings between

Market Information

Our common stock is listed on the Selling Stockholders and any underwriter, broker-dealer or agent regardingOTC Pink exchange under the salesymbol “SCTH,” which is not recognized as an established public trading market. As of the date of this prospectus, our shares have never traded on the OTC Pink exchange. No market may ever develop for our common stock, or if developed, may not be sustained in the future.  Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

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OTCQB Considerations

To be quoted on the OTCQB, we must file a separate application with OTC Markets. SecureTech filed such an application with OTC Markets in April 2021, which was denied without review. SecureTech’s Management has determined the best course of action to being included on the OTCQB marketplace is to (i) continue increasing Top Kontrol sales and (ii) bolster its balance sheet. To this effect, SecureTech is working to develop new sales channels and is undertaking a Series C Private Placement Offering. SecureTech intends to reapply for inclusion on the OTCQB in November 2021. There is no guarantee this intended application will be accepted or reviewed.

The OTCQB is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTCQB. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCQB.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers and can delist issuers for not meeting those standards, the OTCQB has minimal listing standards determined solely by OTC Markets. Rather, it is OTC Markets who exclusively decide whether to quote a security on the OTCQB or not. Neither FINRA nor the SEC has any input on whether a security should be included on the OTCQB.

Investors must contact a broker-dealer to trade OTCQB securities. Investors do not have direct access to the service. For OTCQB securities, there only has to be one market maker.

Because OTCQB stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

There is no guarantee that our stock will ever be quoted on the OTCQB or, if quoted on the OTCQB, that a liquid and active trading market will ever develop.

State Blue Sky Law Considerations

Under the securities laws of some states, shares of our common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states, our common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.

We currently do not intend to and may not be able to qualify our securities for resale in states which require shares to be qualified before they can be resold by our Selling Stockholders.

TheExpense of Registration

We are bearing substantially all costs relating to the registration of the shares mayof common stock offered through this prospectus, estimated to be sold$28,353. However, the Selling Stockholders will pay all commissions or other fees payable to brokers or dealers in connection with any sale of such securities.

Penny Stock Rules

Our shares are covered by Section 15(g) of the Exchange Act, and Rules 15g-1 through 15g-6 promulgated thereunder.  They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $160,000 or $300,000 jointly with their spouses).

Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.

Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

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Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first disclose to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or more transactions at:prior to the transaction, information about the sales person's compensation.

Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

Rule 15g-9 requires broker-dealers to:

These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sidesThe application of the trade.

penny stock rules may affect your ability to resell your shares.

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Other Considerations

At the time a particular offering of the shares is made, a prospectus supplement, if required, will be distributed, which will set forth the name of the Selling Stockholders, the aggregate amount of shares being offered, and the terms of the offering, including, to the extent required, (1) the name or names of any underwriters, broker-dealers, or agents, (2) any discounts, commissions and other terms constituting compensation from the Selling Stockholders, and (3) any discounts, commissions, or concessions allowed or reallowed to be paid to broker-dealers. We may suspend the sale of shares by the Selling Stockholders pursuant to this prospectus for certain periods of time for certain reasons, including if the prospectus is required to be supplemented or amended to include additional material information.

The Selling Stockholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Stockholders will sell any or all of the shares under this prospectus. Further, we cannot assure you that the Selling Stockholders will not transfer, distribute, devise, or gift the shares by other means not described in this prospectus. In addition, any shares covered by this prospectus that qualify for sale under Rule 144 of the Securities Act may be sold under Rule 144 rather than under this prospectus. The Resale Shares may be sold in some states only through registered or licensed brokers or dealers. In addition, in some states, the shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification is available and complied with.

The Selling Stockholders and any other person participating in the sale of the shares will be subject to the Exchange Act. The Exchange Act rules include, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the shares by the Selling Stockholders and any other person. In addition, Regulation M may restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the particular shares being distributed. This may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.

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DESCRIPTION OF SECURITIES

Common Stock

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

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

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

As of April 16,August 20, 2021, we had 170,442,300171,331,300 shares of common stock issued and outstanding.

Preferred Stock

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

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As of April 16,August 20, 2021, we had -0- shares of preferred stock issued or outstanding.

Warrants

During the fiscal year ended December 31, 2020, we conducted a private placement of our securities in the form of a Unit offering. Each Unit was comprised of one share of SecureTech’s common stock and four stock purchase warrants with incremental exercise prices and expiration dates. An aggregate of 1,757,200 stock purchase warrants were issued pursuant to this offering, which closed on June 30, 2020. The Selling Stockholders are offering the shares of common stock underlying these Warrants through this prospectus.

As of April 16,August 20, 2021, we had the following share purchase warrants issued and outstanding. The following table includes each warrant’s exercise price and expiration date:

Warrant holders have no voting rights, no liquidation preference, and no dividends will be declared on the warrants.

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Dividend Policy

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

Shares Eligible for Future Sale

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

As of April 16,August 20, 2021, we had 170,442,300171,331,300 shares of our common stock issued and outstanding. Of these shares currently issued and outstanding:

In addition to the preceding, there are 1,757,200 outstanding warrants to purchase shares of our common stock. These warrants have exercise prices ranging from $0.20 to $0.50 a share and expire between June 30,December 31, 2021, and December 31, 2022. Holders of these warrants can exercise them at any time of their choosing. Presently, these warrants would convert into additional shares of common stock subjected to the restrictions under Rule 144.

The eventual availability for sale of substantial amounts of our common stock under Rule 144 could adversely affect the then-prevailing market prices for our securities.

securities and cause you to lose most, if not all, of your investment in our business.

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Anti-Takeover Effects of our Articles of Incorporation

Our Articles of Incorporation, as amended, authorizes the issuance of up to 500 million shares of common stock and of up to 50 million shares of blank check preferred stock with such rights and preferences as may be determined from time to time by our Board of Directors. Our Board of Directors may, without requiring shareholder approval, issue shares of preferred stock with dividends, liquidation, conversion, voting, or other rights that could supersede and/or adversely affect the voting power and/or other rights of the holders of our common stock. The ability of our Board of Directors to issue shares of common stock and/or preferred stock may prevent any shareholder attempt to replace or remove current management and/or could make it extremely difficult for a third party to acquire us, even if doing so would be beneficial to our stockholders. Additionally, the issuance of additional common stock or preferred stock in the future may significantly reduce your proportionate ownership and voting power.

It is important to note that as of April 16,August 20, 2021, we could issue up to an additional 329,557,700328,668,700 shares of common stock and up to 50,000,000 shares of preferred stock, potentially with unlimited voting power, without seeking shareholder consent.

Limitations of Liability and Indemnification Matters

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

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Further, Article X of our bylaws contains provisions which allowsthat allow SecureTech to indemnify its officers, directors, employees, and agents.

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

In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers, or controlling person of the small business issuer in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes, and other information that are included elsewhere in this prospectus. This discussion contains forward-looking statements based uponon current expectations that involveinvolving risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the cautionary note regarding “Forward-Looking Statements” contained elsewhere in this prospectus. Additionally, you should read the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. We undertake no obligation to publicly release the results of any revision to these forward-looking statements whichthat may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SecureTech is an emerging growth company focused on developing and marketing personal and automobile security and safety devices and technologies. SecureTech first product, Top Kontrol, is currently being sold in the United States.

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Top Kontrol is unlike any other product on the market – it prioritizes the driver and passengers' safety. Not only does Top Kontrol protect your vehicle from unattended theft like other car alarms, but it is the only anti-theft and personal safety device able to thwart an active carjacking attempt without any action by the driver.

Through its advanced design and use of a licensed patent, Top Kontrol can tell the difference between an authorized driver and an unauthorized thief or carjacker using strategically placed sensors in the automobile and a unique FOB device hidden on the authorized driver’s person. Regardless of whether someone tries to steal your vehicle while it is innocently idling unattended in the parking lot or take it by force at gunpoint, Top Kontrol will only allow the unauthorized driver to drive for 15-20 seconds before automatically turning the engine off and preventing any attempt to restart the engine. This prevents the thief from stealing your car and/or allows the driver sufficient time to run to safety after being threatened at gunpoint. SecureTech is not aware of any other product on the market that solves the carjacking problem in the manner of Top Kontrol.

Because Top Kontrol is wired into the automobile’s ignition and lighting systems, it must be installed and serviced by a Top Kontrol Certified Technician.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an emerging growth business with limited operating history. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns, such as increases in marketing costs, increases in administrative expenditures associated with daily operations, increases in accounting and audit fees, and increases in legal fees related to filings and regulatory compliance.

As of December 31, 2020,June 30, 2021, we had incurred ($347,018)381,077) in losses since our inception on March 2, 2017. We have not achieved profitability and expect to continue to incur net losses into subsequent fiscal periods. We expect to incur significant operating

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expenses and, as a result, will need to generate significant revenues to achieve profitability, which may never occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis, which could cause us to go out of business.

To become profitable and competitive, we must successfully sell our current product, Top Kontrol, and continue to innovate and develop new similar personal and automobile security and safety devices and technologies that the marketplace will be accepted by the marketplace.accept. We anticipate relying on equity sales of our common stock to continue to fund our business operations until we can generate sufficient revenues to cover our operating expenses, which may never happen. Issuances of additional shares will result in dilution to our then existing stockholders. There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financingfinancings to fund our planned business activities. We may also rely on loans from our management or other significant shareholders. However, there are no assurances that management or any of our significant shareholders will provide us with any additional funds in the future.

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

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Results of Operations

Comparison of the Three Months Ended June 30, 2021 and 2020

The following table sets forth the results of our operations for the three months ended June 30, 2021 and 2020.

Sales

Sales for the three months ended June 30, 2021, were $9,482, compared to $6,749 for the same period of 2020, representing an increase of $2,733, or a 40.1% increase compared to the previous fiscal period. All sales were attributable to Top Kontrol.

Cost of Goods Sold

Our cost of goods sold consists primarily of purchasing components and circuitry from various vendors then utilizing third-party contract manufacturing facilities to produce our products, with final assembly conducted at our Minnesota headquarters. Cost of goods sold for the three months ended June 30, 2021, was $2,534, compared to $1,610 for the same period of 2020. As a percentage of overall sales, the cost of goods sold was 26.7% during the three months ended June 30, 2021, compared to 23.9% for the same fiscal period a year ago.

Gross Profit

Gross profit for the three months ended June 30, 2021, was $6,948, compared to $5,139 for the same period of 2020. Our gross profit margin was 73.3% during the three months ended June 30, 2021, compared to 76.1% for the same fiscal period a year ago. The decrease in gross profit margin is a shift towards selling Top Kontrol primarily to resellers versus strictly the end-user a year ago.

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Operating Expenses

Our operating expenses for the fiscal period consisted of two components: general and administrative expenses and research and development expenses. Total operating expenses were $31,610 in the three months ended June 30, 2021, compared to $13,256 in the same period of 2020, representing an increase in operating expenses of $18,354, or 138.5%, from the three months ended June 30, 2020. The increase in operating expenses was primarily attributable to increases in legal and accounting expenses related to regulatory compliance requirements. As SecureTech continues to grow, we anticipate that our regulatory compliance expenses will likely continue to rise.

Loss From Operations

As a result of the foregoing, our loss from operations was ($24,662) during the three months ended June 30, 2021, compared with ($8,117) for the same period of 2020. This $16,545, or 203.8%, increase in our loss from operations was primarily attributable to increases in legal and accounting expenses related to regulatory compliance requirements. As SecureTech continues to grow, we anticipate that our regulatory compliance expenses will likely continue to rise.

Net Loss

The result was that our net loss was ($24,662) during the three months ended June 30, 2021, compared with ($8,117) for the same period of 2020. This $16,545, or 203.8%, increase in our net loss was primarily attributable to increases in legal and accounting expenses related to regulatory compliance requirements. As SecureTech continues to grow, we anticipate that our regulatory compliance expenses will likely continue to rise.

Comparison of the Six Months Ended June 30, 2021 and 2020

The following table sets forth the results of our operations for the six months ended June 30, 2021 and 2020.

Sales

Sales for the six months ended June 30, 2021, were $20,532, compared to $6,749 for the same period of 2020, representing an increase of $13,783, or a 204.2% increase compared to the previous fiscal period. All sales were attributable to Top Kontrol.

Cost of Goods Sold

Our cost of goods sold consists primarily of purchasing components and circuitry from various vendors then utilizing third-party contract manufacturing facilities to produce our products, with final assembly conducted at our Minnesota headquarters. Cost of goods sold for the six months ended June 30, 2021, was $5,506, compared to $1,610 for the same period of 2020. As a percentage of overall sales, the cost of goods sold was 26.8% during the six months ended June 30, 2021, compared to 23.9% for the same fiscal period a year ago.

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Gross Profit

Gross profit for the six months ended June 30, 2021, was $15,026, compared to $5,139 for the same period of 2020. Our gross profit margin was 73.2% during the six months ended June 30, 2021, compared to 76.1% for the same fiscal period a year ago. The decrease in gross profit margin is a shift towards selling Top Kontrol primarily to resellers versus strictly the end user a year ago.

Operating Expenses

Our operating expenses for the fiscal period consisted of two components: general and administrative expenses and research and development expenses. Total operating expenses were $49,085 in the six months ended June 30, 2021, compared to $32,369 in the same period of 2020, representing an increase in operating expenses of $16,716, or 51.6%, from the six months ended June 30, 2020. The increase in operating expenses was primarily attributable to increases in legal and accounting expenses related to regulatory compliance requirements. As SecureTech continues to grow, we anticipate that our regulatory compliance expenses will likely continue to rise.

Loss From Operations

As a result of the foregoing, our loss from operations was ($34,059) during the six months ended June 30, 2021, compared with ($27,230) for the same period of 2020. This $6,829, or 25.1%, increase in our loss from operations was primarily attributable to increases in legal and accounting expenses related to regulatory compliance requirements. As SecureTech continues to grow, we anticipate that our regulatory compliance expenses will likely continue to rise.

Net Loss

The result was that our net loss was ($34,059) during the six months ended June 30, 2021, compared with ($27,230) for the same period of 2020. This $6,829, or 25.1%, increase in our net loss was primarily attributable to increases in legal and accounting expenses related to regulatory compliance requirements. As SecureTech continues to grow, we anticipate that our regulatory compliance expenses will likely continue to rise.

Total Stockholders’ Equity.

Our stockholders’ equity was $274,158 as of June 30, 2021.

Comparison of Fiscal Years Ended December 31, 2020 and 2019 (Audited)

The following table sets forth the results of our operations for the fiscal years ended December 31, 2020 and 2019.

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Sales

Sales for the fiscal years ended December 31, 2020, were $20,266, compared to $-0- for the same period of 2019. All sales were attributable to Top Kontrol.

Sales for the fiscal years ended December 31, 2020, were negatively impacted by the continuing COVID-19 pandemic. In particular, we have encountered numerous delays in establishing a group training and certification program necessary to educate and authorize automobile technicians to safely and properly install and repair our Top Kontrol product. It is simply not safe for groups of people to gather within the confines of small interior areas, which are typical of most automobile repair bays where we would typically perform this type of hands-on training.

We were hosting modified COVID-19 aware classes in September 2020 and October 2020, but then it became too cold to continue this revised program. The revised training and certification program was held outdoors in open parking lots. Participants observed personal COVID-19 safety measures, including sanitizing hands, wearing masks, and maintaining social distancing protocols.

As of April 16, 2021, we are only conducting indoor training sessions in one-on-one situations to minimize the risks related to COVID-19. We hope to resume our outdoor training classes once again in the spring when the snow melts and the weather becomes more conducive to our purposes.

Having a limited number of Top Kontrol Certified Technicians available to install Top Kontrol is significantly restrictingrestricts the number of customer installations being performed, which is subsequently influencinginfluences retail customers to delay purchases until they can have it readily installed in their vehicle.

However, because we did not commence marketing and selling Top Kontrol before this pandemic, we have no historical perspective to quantify or speculate on the extent COVID-19 is having on our sales and overall financial condition.

Cost of Goods Sold

Our cost of goods sold consists primarily of purchasing components and circuitry from various vendors then utilizing third-party contract manufacturing facilities to produce our products, with final assembly conducted at our Minnesota headquarters. Cost of goods sold for the fiscal year ended December 31, 2020, was $5,882, compared to $-0- for the same period of 2019. As a percentage of overall sales, cost of goods sold was 29.0% during the fiscal year ended December 31, 2020.

Gross Profit

Gross profit for the fiscal year ended December 31, 2020, was $14,384, compared to $-0- for the same period of 2019. Our gross profit margin was 71.0% during the fiscal year ended December 31, 2020.

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Operating Expenses

Our operating expenses consisted of two components: general and administrative expenses and research and development expenses. Total operating expenses were $78,825 for the fiscal year ended December 31, 2020, compared to $61,286 for the same period of 2019, representing an increase in operating expenses of $17,539, or 28.6%, during the fiscal year ended December 31, 2020.

General and administrative expenses consisted of selling, general and administrative expenses, legal and accounting expenses, and regulatory compliance expenses. During the fiscal year ended December 31, 2020, our general and administrative expenses were $78,395, compared to $52,281 for the same period of 2019, representing an increase of $26,114, or 50.0%. The increase in general and administrative expenses is the result of higher accounting and regulatory compliance expenses and expenses related to selling Top Kontrol.

Research and development expenses are expenses related to the development and certification of our products. During the fiscal year ended December 31, 2020, our research and development expenses were $430, which were attributable to a new product under development, which has been temporarily suspended due to COVID-19 travel and local “lock-down” mandates currently

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in place. Our research and development expenses for the same period of 2019 were $9,005, which were attributable to final development expenses associated with Top Kontrol. The result was a decrease in research and development expenses of ($8,575), or (95.2%). Research and development expenses will continue to vary considerably, depending on the product cycle. Presently, we are developing our second product and expect to incur continued research and development expenses before its commercial release.

Loss From Operations

As a result of the preceding, our loss from operations was ($64,441) during the fiscal year ended December 31, 2020, compared with ($61,286) for the same period of 2019. This $3,155, or 5.2%, increase in our loss from operations is the result of a significant increase in our general and administrative expenses, which was nearly offset by our sales of Top Kontrol.

Net Loss

As a result of the preceding, our net loss was ($64,441) during the fiscal year ended December 31, 2020, compared with ($61,286) for the same period of 2019. This $3,155, or 5.2%, increase in our net loss is the result of a significant increase in our general and administrative expenses, which was nearly offset by our sales of Top Kontrol.

Total Stockholders’ Equity.

Our stockholders’ equity was $135,967 as of December 31, 2020.

Liquidity and Capital Resources

Our principal demands for liquidity are related to our efforts to generate sales, producemanufacture inventory, and for 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.

We rely primarily on internally generated cash flow and available working capital to support operations and growth. As of December 31, 2020,June 30, 2021, we did not have any credit facilities. Although we believe that our current cash and anticipated cash receipts from sales of Top Kontrol sales will be sufficient to meet our planned working capital requirements and capital expenditures over the next 12 months, we are alwaysconstantly 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,

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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.

We had net working capital of $135,967$274,158 as of December 31, 2020,June 30, 2021, an increase of $1,453,$138,191, or 1.1%101.6%, from net working capital of $134,514$135,967 as of December 31, 2019.2020. The ratio of current assets to current liabilities was 49-to-193.6-to-1 on December 31, 2020.June 30, 2021.

The following is a summary of cash provided by or used in each of the indicated types of activities during the fiscal yearssix months ended December 31, 2020June 30, 2021 and 2019:2020:

Net cash used in operating activities during the fiscal year ended December 31, 2020 was ($109,059)28,334), an increasea decrease of $46,330,($49,512), or 73.7%(63.6%), from cash used in operating activities of ($62,831)77,846) during the same period of 2019. The increase in cash used in operating activities was primarily attributable to an increase in inventories of $48,993.2020.

Net cash provided by financing activities during the fiscal year ended December 31, 2020 was $65,894, compared to $-0- for$172,250, an increase of $106,355, or 161.4%, from cash generated from financing activities of $65,895 during the same period of 2019.2020.  The increase in cash inflow from financing activities was from our recently closedongoing Series BC Private Placement Offering.Offering, which allows for the sale of up to 1,000,000 shares of our common stock, $0.001 par value, at a fixed price of $0.25 per share.  Through this offering,June 30, 2021, we sold 439,300 Unitsan aggregate of 689,000 shares for $65,894,$172,250 in cash. The offering will continue until either all 1,000,000 shares offered are sold or $0.15 per Unit. Each Unit was comprisedour Board of Directors decides to close the following securities:offering.

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Impact of the COVID-19 (Coronavirus) Pandemic

In December 2019, a novel strain of coronavirus, which causes the disease known as COVID-19, was reported to have surfaced in Wuhan, China. Since then, COVID-19 coronavirus has spread globally. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the U.S. government-imposedgovernment imposed travel restrictions on travel between the United States, Europe, and many other countries worldwide. The COVID-19 pandemic has significantly negatively affected the global economy, significantlyseriously disrupted global supply chains, and created a significant disruption of the financial and retail markets, including a substantial disruption and dampening in consumer demand for the automotive industry, including specialty equipment manufacturers such as ourselves.

Because we began manufacturing and selling Top Kontrol during the fiscal year ended December 31, 2020, we cannot determine, compare, or estimate with any degree of accuracy to what extent the pandemic may be hindering our sales efforts. While we believe this pandemic has had, and continues to have, a material impact on our business growth and launching Top Kontrol, we do not have enough operating history to accurately evaluate or quantify the extent this pandemic may have impacted the following areas of our business:

In addition to the preceding, we believe that sales for the fiscal year ended December 31, 2020 werecontinue to be negatively impacted by the continuingongoing COVID-19 pandemic. In particular, weWe have encountered numerous delays in establishing a group training and certification program necessary to educate and authorize automobile technicians to safely and properly install and repair our

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Top Kontrol product. It is simply not safe for groups of people to gather within the confines of small interior areas, which are typical of most automobile repair bays where we would typically perform this type of hands-on training.product safely and professionally.

Having a limited number of Top Kontrol Certified Technicians available to install Top Kontrol is significantly restrictingrestricts the number of customer installations being performed, which is subsequently influencinginfluences retail customers to delay purchases until they can have it readily installed in their vehicle.

However, becauseBecause we did not commence marketing and selling Top Kontrol before this pandemic, we have no historical perspective to quantify or speculate on the extent COVID-19 is having on our sales and overall financial condition.

Uncertainties regarding the economic impact of COVID-19 are likely to result in sustained market turmoil while businesses remain shuttered (or operating at diminished capacity). Many prospective customers remain home under government “lockdown” mandates, guidelines, and a general fear of leaving the safety of their homes, which may also negatively impact our business, financial condition, and cash flows for an unknown length of time.

Uncertainties regarding the economic impact of COVID-19 are likely to result in sustained market turmoil while businesses remain shuttered (or operating at diminished capacity). Many prospective customers remain home under government “lockdown” mandates, guidelines, and a general fear of leaving the safety of their homes, which may also negatively impact our business, financial condition, and cash flows for an unknown length of time.

Going Concern Consideration

Our independent registered public accountantaccounting firm has issued ana going concern opinion in their audit opinionreport dated March 18, 2021, which includes a statement expressingcan be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 18, 2021. This means that our auditors believe there is substantial doubt as to our ability tothat we can continue as a going concern. For more information their report is included in this prospectus on page F-2.an ongoing business for the next 12 months.

Off-Balance Sheet Transactions

We do not engage in off-balance sheet transactions.

Contractual ObligationsOperations

As of December 31, 2020,June 30, 2021, we had no off-balance sheet activities or operations.

Contractual Obligations

As of June 30, 2021, we did not have any contractual obligations.

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BUSINESS

Business Overview

SecureTech is an emerging growth company focused on developing and marketing personal and automobile security and safety devices and technologies. SecureTech first product, Top Kontrol, is currently being sold in the United States.

Products

Top Kontrol is the world’s most advanced anti-theft and anti-carjacking system currently available. Unlike our competitors’ products that only protect a vehicle from unattended theft, Top Kontrol takes vehicle security and passenger safety to the next level – it prioritizes the driver and passengers'passengers’ safety. Top Kontrol is presently the only automobile security and personal safety system able to thwart an active carjacking attempt without any action by the driver.

Top Kontrol knows the difference between the authorized driver and an unauthorized thief or carjacker through its advanced patented design. This is achieved using strategically placed sensors in the vehicle and a unique FOB device hidden on the

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authorized driver’s person. Regardless of whether someone tries to steal your vehicle while it is innocently idling unattended in a parking lot or attempt to take it by force at gunpoint, Top Kontrol will only allow the unauthorized driver to drive for 15-20 seconds before automatically turning the engine off and preventing any restart attempts. This prevents the thief from stealing your car and allows the occupants sufficient time to run for safety in the event of an armed carjacking. SecureTech is not aware of any other product on the market that offers a cost-effective solution to the skyrocketing carjacking problem.

Because Top Kontrol is wired into the automobile’s ignition and lighting systems, it must be installed and serviced by a Top Kontrol Certified Technician.

Key Advantages of Top Kontrol:

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For additional information on our Top Kontrol product, please visit our product website www.topkontrol.com.

Industry: Carjackings Skyrocketing

Carjackings more than doubled during 2020. Top Kontrol is presently the only known automobile safety device that can thwart an active carjacking attempt without any action by the driver. Below are just a few reports about this growing problem without any long-term solutions:

·Minneapolis, MN police report carjackings up more than 537% in 2020 (source: ABC, December 12, 2020); 

·Chicago, IL police report carjackings up more than 134% in 2020 (source: ABC7, December 4, 2020); 

·Jackson, MS police report carjackings up more than 120% in 2020 (source: WLBT, December 24, 2020); 

·New Orleans, LA police report carjackings up more than 153% in 2020 (source: 4WWL, December 9, 2020); and 

·Washington, DC police report carjacking up more than 141% in 2020 (source: WUSA, December 27, 2020). 

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Corporate History

SecureTech was incorporated under the State of Wyoming'sWyoming’s laws on March 2, 2017, under the name SecureTech, Inc. The Company amended its Articles of Incorporation on December 20, 2017, to change its name to SecureTech Innovations, Inc.

Competition

SecureTech faces formidable competition in every aspect of its business. Our company'scompany’s success or failure will depend largelymainly upon management'sManagement’s ability to develop competitive products and successfully market them to attract enough new customers, enabling us to generate sufficient revenues to become profitable.

SecureTech competes against better-established competitors with substantially greater financial resources and longer operating histories. Our competitors’ resources and market presence may provide them with significant advantages in marketing, purchasing, and negotiating leverage. Some of our better-known competitors include Viper (www.viper.com) and LoJack Corporation (www.lojack.com). Below is a table providing a comparative overview of how Top Kontrol stacks up to the competitors’ product offerings:

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(1)Viper 5806 car alarm model. 

(2)LoJack^® Stolen Vehicle Recovery System. 

In addition to the competitors listed above, we are competing with other lesser-known competitors as well asand competitors presently not known to us or, possibly, not even formed yet.

We believe that our targeted industry is sufficiently large enough that we will be able to compete successfully against our competitors with our existing and future products. However, it is essential to note that the underlying product technology is always evolving and expanding with new competitors continuously innovating better products that could eventually outperform our then offered products or, worse, possibly render them obsolete.

Manufacturing

SecureTech presently uses US-based contract manufacturers to manufacture its products, with final assembly performed at SecureTech’s Minnesota headquarters. SecureTech does not have any long-term or exclusivity agreements with any contract manufacturer and is free to change or negotiate with new contract manufacturers at its sole discretion.

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Additionally, Management has been exploring the feasibility of establishing a warehouse and manufacturing facility in Florida once the ongoing COVID-19 pandemic has passed. Our goal with this location would be to facilitate international sales and exports while reducing overall manufacturing and shipping expenses.

SecureTech’s products proudly carry the “Made in the USA” designation.

Government Regulation

Our products are designed to meet all known existing or proposed governmental regulations. We believe that we currently meet existingcurrent standards for approvals by government regulatory agencies for our principal products.

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 material costs associated with our compliance with environmental laws. We did not incur environmental expenses in fiscal periods ended June 30, 2021, and December 31, 2020, and 2019, nor do we anticipate environmental expenses in the foreseeable future.

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Intellectual Property Rights and Proprietary Information

We operate in an industry where innovation, investment in new ideas, and protection of resulting intellectual property rights are essential drivers of success. We rely on various intellectual property protections for our products and technologies, including patent, trademark and trade secret laws, and contractual obligations. We pursue a policy of vigorously enforcing our intellectual property rights.

Patents that have been issued and/or licensed to SecureTech and their dates of issuance are:

·On May 7, 2013, Shongkawh, LLC, a related party controlled by our President and CEO, was issued US Patent No. 8,436,721 entitled “Automobile Theft Protection and Disablement System,” by the US Patent & Trademark Office (“USPTO”). This patent expires on March 19, 2030. SecureTech has the exclusive license for the use of this patent through its expiration date. 

In addition to such factors as innovation, technological expertise, and experienced personnel, we believe robust product offerings that are continually upgraded and enhanced will keep us competitive. We will seek patent protection on significant technological improvements that we make. We have an ongoing policy of filing patent applications to seek protection for our products and technologies'technologies’ novel features. Prior to the filing and granting of patents, our policy is to disclose key featurescritical elements to patent counsel and maintain these features as trade secrets before product introduction. Patent applications may not result in issued patents covering all-important claims and could be denied in their entirety. We also file for trade name and trademark protection when appropriate. We are the owner of federally registered trademarks, including SECURETECH INNOVATIONS^® and TOP KONTROL^®.

Our policy is to enter into nondisclosure agreements with each employee, consultant, or third-partythird party to whom any of our proprietary information may be disclosed. These agreements prohibit disclosing our confidential information to others, both during and after employment or working relationship.

Employees

As of April 15,June 30, 2021, we had no full-time or part-time salaried employees; we have three non-paid founding executive officers and two part-timethree commission-based employees, allindependent sales representatives based in our Roseville, Minnesota office.

During the fiscal year ending December 31, 2021, our founding executive team intends to transition into working for SecureTech full-time. Additionally, we are currently building a sales team and are actively in the hiring process to staff it with qualified full-time sales personnel. However, the COVID-19 pandemic continues to hinderis hindering this process makingsomewhat and makes it more challenging to identify, meet,find and formally interview prospective job applicants.

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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.

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

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

Kao Lee is a co-founder and has served as our President, Chief Executive Officer, and a member of our Board of Directors since our inception in March 2017. Mr. Lee concurrently serves as the President and Chief Executive Officer of Shongkawh, LLC (since its inception in 2009), a research and development firm focused on personal and automobile security and safety devices and technologies. At Shongkawh, Mr. Lee’s responsibilities have included directing technological development, overseeing product marketing and promotion phases, and facilitating international relationships with technology buyers, particularly in Asia and Europe.

Mr. Lee is not currently an officer or director of any other reporting company, and he intends to devote approximately 50%, or 20 to 25 hours per week, of his business time to our affairs.

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

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

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

Abdulcadir Haji is a co-founder and has served as a member of our Board of Directors since our inception in March 2017. Mr. Haji concurrently serves as the President and Chief Executive Officer of African Resource Group, Inc., positions he has held since founding the company in March 2013.

Prior to founding African Resource Group and co-founding SecureTech, Mr. Haji served as the President of Xchange Associates, Inc. between 2005 and 2013, a small business consulting firm that provided startup companies, management, operations, sales and marketing solutions.

Mr. Haji is not currently an officer or director of any other reporting company and he intends to devote approximately 5%, or 1 to 3 hours per week, of his business time to our affairs.

Abdikarim H. Farah has served as a Vice President since our inception in March 2017. Mr. Farah concurrently is a Senior Representative at African Resource Group, Inc., a position he has held since 2015.

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Prior to joining African Resource Group and SecureTech, Mr. Farah founded Addan & Associates, LLC in 2005, a Minnesota-based consulting firm that mentors and coaches both businesses and individuals in the areas of sales and marketing strategies. Mr. Farah continues to provide these consulting services through Addan & Associates.

In addition to the preceding, Mr. Farah has worked in the health care field as a Senior Pharmacy Tech at Walgreens Pharmacy between 1997 and 2000. He also worked at the Minnesota General Hospital Hennepin County Medical Center pharmacy department between 1999 and 2014 as Senior Pharmacy Technician and Customer Representative.

Mr. Farah is not currently an officer or director of any other reporting company, and he intends to devote approximately 25%, or 5 to 10 hours per week, of his business time to our affairs.

Term of Office

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

Family Relationships

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

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Committees of the Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee, or any other committee of our Board of Directors. As such, our entire Board of Directors acts as our audit committee.

Audit Committee Financial Expert

Our Board of Directors does not currently have any member who qualifies as an audit committee financial expert. We believe that the cost of retaining such a financial expert at this time is prohibitive. Further, because we are a smaller reporting company, we believe the services of an audit committee financial expert are not necessary at this time.

Involvement in Legal Proceedings

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

Code of Ethics

We do not currently have a Code of Ethics applicable to our principal executive, financial, and accounting officers.

Potential Conflict of Interest

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our Board of Directors. Thus, there is a potential conflict of interest in that our officers and directors have the authority to determine issues concerning management compensation, including their own personal compensation package and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with our sole officer and director.

Board of Director’s Role in Risk Oversight

The Board of Directors assesses on an ongoing basis the risks faced by SecureTech. These risks include financial, technological, competitive, and operational risks. The Board of Directors dedicates time at each of its meetings to review and consider the relevant risks faced at that time. Additionlly,Additionally, since SecureTech does not have an Audit Committee, the Board of Directors is also responsible for the assessment and oversight of SecureTech’s financial risk exposures.

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EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for our fiscal years ended December 31, 2020 and 2019. No cash compensation has been paid to any of our officers from inception on March 2, 2017 through December 31, 2020.

Summary Compensation Table

(1)Mr. Lee received 75,000,000 shares of our common stock on March 2, 2017. These shares were issued as Founder’s Shares, which are recorded with a net valuation of $-0-. 

(2)Mr. Vang received 5,000,000 shares of our common stock on March 2, 2017. These shares were issued as Founder’s Shares, which are recorded with a net valuation of $-0-. 

(3)Mr. Farah received 1,000,000 shares of our common stock on November 15, 2017. These shares were issued as Founder’s Shares, which are recorded with a net valuation of $-0-. 

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for our fiscal years ended December 31, 2020 and 2019. No cash compensation has been paid to any of our directors from inception on March 2, 2017 through December 31, 2020.

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Director Compensation Table

(1)Abdulcadir Haji joined SecureTechs's Board of Directors on March 2, 2017 (inception) and served as a director until April 2021 to focus solely on his gold mining and refining businesses. 

All compensation received by our officers and directors has been disclosed. There are no stock option, retirement, pension, or profit sharingprofit-sharing plans for the benefit of our officers and directors.

Employment Agreements

We have not entered into any employment agreements with any of our officers or directors. As of the date of this prospectus, we had no employeesofficers or directors other than those listed above. All future employment arrangements are subject to the discretion of our Board of Directors.

Long-Term Incentive Plan Awards

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

Outstanding Equity Awards at the End of the Fiscal Year

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

Bonuses and Deferred Compensation

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

Options and Stock Appreciation Rights

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

Payment of Post-Termination Compensation

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

Officer Compensation

We intend to begin paying our officers reasonable cash compensation once SecureTech achieves sufficient cash flow levels from the sale of its products later this fiscal year.

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Director Compensation

We have no plans to begin paying our directors any cash compensation until our business becomes operationally profitable. However, we may reimburse our directors for any out-of-pocket travel and lodging expenses associated with their attendance of Board meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 16,August 20, 2021, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group.