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

 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

                        SecureTech Innovations, Inc.                            

 (Exact name of registrant as specified in its charter)

 

                                          Wyoming                                             

 (State or other jurisdiction of incorporation or organization)

                                  

                                            3714                                               

 (Primary Standard Industrial Classification Code Number)

 

                                       82-0972782                                         

 (I.R.S. Employer Identification Number)

 

                                 2355 Highway 36 West, Suite 400, Roseville, MN  55113; (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, MN  55113; (651) 317-8990                            

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

 

With copies to:

Taurus Financial Partners, LLC, c/o The Mailbox #5241, P. O. Box 523882, Miami, FL  33152-3882

Tel: (305) 938-0535

 

                  As soon as practicable after the effective date of this registration statement                          

 (Approximate date of commencement of the proposed sale to the public)

 

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):

 

Large Accelerated Filer ¨                                                                                                         Accelerated Filer    ¨

Non-Accelerated Filer   ¨   (Do not check if a smaller reporting company)            Smaller Reporting Company x  

               Emerging Growth Company x  


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 7(a)(2)(B) of the
Securities Act   ¨

 

 

 

 

Calculation of Registration Fee

 

Title of Each Class of Securities to be Registered

 

Amount to be Registered (1)

Proposed Maximum Offering Price per Unit (2)

Proposed Maximum Aggregate Offering Price

 

Amount of Registration Fee (3)

 

 

 

 

 

Common Stock, $0.001 par value (4)

 

14,003,000

 

$0.03

 

$420,090

 

$52.30

 

(1) Pursuant to Rule 415 of the Securities Act, these securities are being offered by the Registrant on a delayed or continuous basis. 

 

(2) Until such time as our common shares are quoted on the OTCQB, the Selling Stockholders will sell their shares at the price of $0.03 per share. Once our common stock is quoted on OTCQB, the shares will be sold at prevailing market prices or at negotiated prices. 

 

(3) Estimated solely for the purposes of calculating the registration fee under Rule 457(a). 

 

(4) Represents shares of the Registrant's common stock being registered for resale that have been issued to the selling stockholders named in this registration statement. In accordance with Rule 416(a), this registration statement shall also cover an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions. 

 

 

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.


2


The information in this prospectus is not complete and may be changed. We may not sell these 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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

 

TFP-P-SECURETECH-M-L-SECURETECH LOGO (PRIMARY) (JANUARY 2018).JPG  

 

14,003,000 Shares of Common Stock

$0.03 per Share

     

 

This prospectus relates to the offer for sale of up to 14,003,000 shares of our common stock (“ Shares ”) by certain existing holders of the common stock of SecureTech Innovations, Inc. (“ SecureTech ”), referred to as “ Selling Stockholders ” throughout this document.  The Selling Stockholders will offer their shares at fixed price of $0.03 per share until our shares are quoted on the OTCQB and, assuming we can secure this qualification, thereafter at prevailing market prices or privately negotiated prices.  We will not receive proceeds from the sale of shares by the Selling Stockholders.

 

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.

 

Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange or the NASDAQ stock market, and is not eligible to trade on the OTCQB. There is no guarantee that our securities will ever trade on the OTCQB or on any listed exchange.

 

We are an early stage company and qualify as an “emerging growth company” as defined in the Jumpstart our 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 Growth Company Status” starting on page 5 and “Jumpstart Our Business Startups Act” starting on page 27.

 

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

 

 

Offering Price

Expenses (*)

Net Proceeds

Selling Stockholders (per Share)

$0.03

$-0-

$0.03

* Estimated offering expenses.  All actual offering costs will be paid by us.  No commissions or underwriting expenses will be incurred.

 

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. PLEASE REFER TO “RISK FACTORS” BEGINNING ON PAGE 8.

 

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE .

 

 

 

 

 

 

 

 

 

 

 

Subject to completion, the date of this prospectus is February 16, 2018.


3


TABLE OF CONTENTS

 

Item

 

Page

 

 

 

Prospectus Summary

 

5

 

Overview of Our Business

 

5

 

Implications of Being an “Emerging Growth Company”

 

5

 

Limited Operating History; Need For Additional Financing

 

6

 

Going Concern

 

7

 

High Degree of Risk

 

7

 

The Offering

 

7

Risk Factors

 

8

Use of Proceeds

 

16

Determination of Offering Price

 

16

Selling Stockholders

 

16

Plan of Distribution

 

18

Description of Securities

 

20

 

Common Stock

 

20

 

Preferred Stock

 

20

 

Dividend Policy

 

21

 

Sales of our Common Stock Under Rule 144

 

21

Management’s Discussion and Analysis or Plan of Operation

 

21

 

Results of Operations

 

22

 

Liquidity and Capital Resources

 

23

Description of Our Business and Properties

 

23

 

Overview of Our Business

 

23

 

Top Kontrol Product

 

24

 

Competition

 

25

 

Sales and Marketing

 

26

 

Financing

 

26

 

Government Regulation

 

26

 

Jumpstart Our Business Startups Act

 

27

Directors, Executive Officers, and Control Persons

 

28

Executive Compensation

 

30

Security Ownership of Certain Beneficial Owners and Management

 

32

Market for Common Equity and Related Stockholder Matters

 

33

Certain Relationships and Related Transactions and Corporate Governance

 

34

Legal Proceedings

 

34

Interest of Named Experts and Counsel

 

35

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

 

35

Where You Can Find More Information

 

35

Reports to Shareholders

 

36

Financial Statements

 

F-1

 

Until ninety days after the date this registration statement is declared effective, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


4


PROSPECTUS SUMMARY

 

The following summary highlights selected information contained in this prospectus.  This summary does not contain all the information that may be important to you.  You should read the more detailed information contained in this prospectus, including, but not limited to, the risk factors beginning on page 8.  References to “we,” “us,” “our,” “SecureTech” or the “Company” mean SecureTech Innovations, Inc.

 

Forward-Looking Statements

 

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend” and other similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this prospectus.

 

Overview of Our Business

 

SecureTech was incorporated under the laws of the State of Wyoming on March 2, 2017 under the name SecureTech, Inc.  We amended our Articles of Incorporation on December 20, 2017 to change our 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 developed its initial product, Top Kontrol, which it believes to be the most advanced anti-theft and personal safety automobile device of its kind currently available.

 

In addition to Top Kontrol, SecureTech has additional personal and automobile security and safety products currently under development that utilize both the existing licensed patent as well as prospective new patentable technologies that it is presently exploring.

 

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 our Business Startups Act of 2012 (“ JOBS Act ”). An emerging growth company may 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:

 

are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; 

 

are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis); 

 

are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); 

 

are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; 

 

may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations, or MD&A; 

 

are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and 

 

are exempt from any PCAOB rules relating to mandatory audit firm rotation and any requirement to include an auditor discussion and analysis narrative in our audit report. 


5


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. Please see the disclosures under “Penny Stock Considerations” on page 33 for more information.

 

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 administration 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, 2017 we had incurred ($52,824) in losses since our inception on March 2, 2017.  We have not achieved profitability and expect to continue to incur net losses throughout the fiscal year ending December 31, 2018 and potentially 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 have to 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 will be accepted by the marketplace.  We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to 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 financing 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 sources of financing 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 assurance that future financing 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.


6


Going Concern

 

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

 

High Degree of Risk

 

This offering and any investment in our common stock involves a high degree of risk.  If we are unable to 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, lack of revenues to date, and the losses we have incurred to date.  Please review the "Risk Factors" starting on page 8 of this prospectus.

 

Where You Can Find Us

 

Our principal executive offices are located at 2355 Highway 36 West, Suite 400, Roseville, MN  55113 and our telephone number at that address is (651) 317-8990.

 

The Offering

 

Following is a brief summary of this offering:

 

Shares of common stock offered by Selling Stockholders:

14,003,000

Shares of common stock outstanding before the offering:

190,003,000

Shares of common stock outstanding after the offering:

190,003,000

Offering price:

The Selling Stockholders will offer their shares at a fixed price of $0.03 per share until our Shares are quoted on the OTCQB, and thereafter at prevailing market prices or privately negotiated prices.

Company capitalization:

Common Stock : 500,000,000 shares authorized; 190,003,000 shares issued and outstanding as of the date of this prospectus.

Preferred Stock : 50,000,000 shares authorized; -0- shares of preferred stock issued and outstanding as of the date of this prospectus.

Terms of the offering:

The Selling Stockholders will determine when and how they will sell the securities offered in this prospectus.

Offering expenses:

SecureTech will pay all expenses of registering the securities, estimated at approximately $63,052. We will not receive any proceeds of the sale of these securities.

Trading market:

There is currently no trading market for our common stock. We intend to apply soon for quotation on the OTCQB. We will require the assistance of a market maker to apply for quotation and there is no guarantee that a market maker will agree to assist us.

Use of proceeds:

We will not receive proceeds from the resale of shares by the Selling Stockholders.

Risk factors:

The Shares offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment.  See “Risk Factors” starting on page 8 and the other information contained within this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.


7


RISK FACTORS

 

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

 

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 ($52,824) in losses through December 31, 2017.  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 throughout the fiscal year ending December 31, 2018.  We expect to incur significant operating expenses and, as a result, will need to generate significant revenues to achieve profitability, which may not 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 to 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 anticipate that the cost of SEC reporting will be approximately $150,000 annually. These expenses are projected to aggregate approximately $150,000 annually in 2018.  As our business continues to grow and develop our financial statements and our SEC filings will become more complex, which we estimate will cause these 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 February 16, 2018 which is part of the financial statements that are part of this prospectus.  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.

 

We will not receive any proceeds from the sale of the common stock by the Selling Stockholders.

 

However, we agreed to pay offering expenses estimated at $63,052 as described in Part II, Item 13- Other Expenses of Issuance and Distribution. As a result, SecureTech will be in worse financial condition following this offering than it was prior to commencement of the offering.


8


Risks Related to Our Industry

 

Our industry is highly competitive and as an emerging growth company with an new 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 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 successfully compete in our industry depends on a number of factors, both within and outside our control. These factors include the following:

 

our success in designing and developing new or enhanced products; 

 

our ability to address the changing needs and desires of retailers and consumers; 

 

the pricing, quality, performance, reliability, features, ease of installation and use, and diversity of our products; 

 

the quality of our customer service; 

 

product or technology introductions by our competitors; and 

 

the ability of our contract manufacturing to deliver on time, on price, and with acceptable quality. 

 

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 selling our first product, Top Kontrol.  It is unclear whether this product and its features or other unanticipated events may result in lower sales 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 competitive products and services, SecureTech may fail.

 

Although SecureTech believes that its product offerings will be commercially viable, there is no verification by the marketplace that its products will be accepted by or purchased by customers. If the market chooses to buy our competitors products, it may be more difficult for SecureTech to ever become profitable which would substantially harm our business and, possibly, cause it to fail whereby you could lose your entire investment.

 

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 as a result of a variety of factors, including purchasing patterns of customers, competitive pricing, and general economic conditions.  There is no assurance that we will be successful in marketing our product, or that the revenues from the sale of our products 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 share price.

 

We may be unable to protect our proprietary rights.

 

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. In addition, unauthorized parties may attempt to copy aspects of our products and technologies or


9


to 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 computer’s logic component or other technological devices from outside sources and will need to pay 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 if our products or to current or future technologies. These licenses or other rights may not be available on commercially reasonable terms or at all. The inability to obtain certain licenses or other rights or to 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. Moreover, the use of intellectual property licensed from third parties may limit our ability to protect the proprietary rights in our products.

 

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

 

While no current lawsuits are filed against us, the possibility exists that a claim of some kind may be made in the future. We currently have no plan to purchase liability insurance.

 

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

 

The success of our business will depend heavily upon the abilities and experience of our principal executive officer Kao Lee.  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 which would survive the termination of his employment.  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 qualified new employees or retain existing employees, which may have a material adverse effect on our results of operations and financial condition.

 

Our directors currently control an aggregate of approximately 78.4% of our eligible votes in all voting matters.  Accordingly, our directors can solely determine and control all corporate decisions, even if such decisions may not be in the best interest of minority shareholders .

 

Our directors currently control an aggregate of 149,000,000 votes in all voting matters, or approximately 78.4%, of all eligible votes.  Accordingly, our directors can determine the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets.  The interests of our directors 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:

 

We have no independent directors so the Board of Directors is free to establish their own compensation packages without the guidance of a Compensation Committee; 

 


10


Future compensation agreements will not be negotiated at arm’s-length as would normally occur if the agreements were with unaffiliated third parties; 

 

Acquisitions and purchases or sales of assets and other similar transactions can be made without due diligence or extended negotiation; and 

 

Business combinations or the implementation anti-takeover “poison pill” preventative measures without proper due diligence or consideration. 

 

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 he is unable or unwilling to devote 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 can dedicate more than 50% of their professional time to SecureTech’s business operations.

 

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, we may experience a shortfall or complete lack of revenue resulting in little or no profits and the eventual closure of our business, whereby you may lose your entire investment.

 

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 do not own our production lines or manufacturing facilities.  We manufacture our products in the United States through third-party contract manufacturers.  Our 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 discontinuance of the contractors’ assembly processes. Potential financial instability at our contractor manufacturers could result in us having to find new suppliers, which could increase our costs and delay our product and installation deliveries. These contractor manufacturers may also choose to discontinue contracting to build our products for a variety of reasons. Consequently, we may experience 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.

 

We will incur additional costs and management time related expenses pertaining to SEC reporting obligations and SEC compliance matter and our management has no experience in such matters.

 

Our officers and directors are responsible for managing us, including compliance with SEC reporting obligations and maintaining disclosure controls and procedures and 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 that will increase, potentially substantially, our costs of doing business. Should we fail to comply with SEC reporting and internal controls and procedures, we may be subject 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.

 

Because we do not have an audit or compensation committee, shareholders will have to rely on our board of directors who 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. These functions of these traditional corporate committees are performed by our officers and directors. Because none of our


11


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 be 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. We 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.

 

A purchase of the offered shares is significantly speculative and involves significant risks. The offered shares should not be purchased by any person who cannot afford the loss of his or her entire purchase price. The business objectives of SecureTech is also speculative, and we may be unable to satisfy those objectives. The shareholders of SecureTech may be unable to realize a substantial return on their purchase of the offered shares, or any return whatsoever, and may lose their entire investment in SecureTech. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business advisor and/or investment advisor.

 

There is no market for our shares of common stock and we may never develop a market, which would render investors’ investment illiquid.

 

SEC Rule 15c2-11 was designed to allow non-reporting company’s securities to be quoted on The Financial Industry Regulatory Authority (“ FINRA ”) OTC Markets or other market by filing disclosures. Rule 15c2-11 requires market makers to review basic issuer information prior to publishing quotations for the issuer’s securities. Market makers must have a reasonable basis for believing that the information is accurate and from reliance sources.

 

If a security has eligible status, it means one or more market makers has received clearance to quote the issue on the OTC Markets within the last 30 days. During the “eligible” period, a frequency-of-quotation test is administered. The frequency-of-quotation test is based on whether a broker/dealer has itself published quotations in the security in the applicable interdealer quotation system on at least 12 business days during the preceding 30 calendar days with not more than four consecutive business days without quotations. Once this criteria has been satisfied, authorized participants may register online in a security. As long as the security remains in an “active” state, any participant may quote the security without a Form 211 submission.

 

Our common stock is not listed on any stock market or exchange, making the selling and trading of our shares exceedingly difficult. Without a secondary market, one is not easily able to sell or trade our shares after purchasing them, and therefore may be stuck with their shares, rendering them illiquid. We have not identified a market maker willing to submit a Form 211 application for a priced quotation on a market on our behalf, and there is no guarantee that a market maker will ever agree to submit a Form 211 on our behalf.  Further, even if we can identify a market maker willing to submit a Form 211 on our behalf, there is no guarantee that our application will be approved. And even if we are accepted, quotation on a market doesn’t assure that a meaningful market will be created and sustained. It is common, in fact, for newly listed companies to have a non-existent trading volume on any given day.

 

Any future market price for our shares may be volatile.

 

In the event we obtain a listing on an exchange , the market price for our shares is likely to be highly volatile and subject to wide fluctuations in response to various factors, including the following: (i) actual or anticipated fluctuations in our quarterly


12


operating results and revisions to our expected results; (ii) changes in financial estimates by securities research analysts; (iii) announcements by us or our competitors of new services, strategic relationships, joint ventures or capital commitments; (iv) addition or departure of key personnel; and (v) sales or perceived potential sales of our shares.

 

We do not intend to pay any dividends on our common stock, therefore there are limited ways in which you can 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, 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 which could supercede 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 February 16, 2018 we could issue up to an additional 309,997,000 shares of common stock without shareholder consent.

 

We will be 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:

 

that a broker or dealer approve a person's account for transactions in penny stocks; and 

 

the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.  

 

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

 

obtain financial information, investment experience and investment objectives of the person; and 

 

make a reasonable determination that the transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.  

 

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:

 

sets forth the basis on which the broker or dealer made the suitability determination; and 

 

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.  


13


Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to sell shares of our common stock and 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”.  The continued application of the “penny stock” rules to our common stock could limit the trading and liquidity of our common stock, adversely affect the market price of our common stock, or cause an increase the transaction costs related to of our common stock.

 

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

 

None of our outstanding common shares are currently eligible for resale under Rule 144. In general, persons holding restricted securities in a SEC reporting company, including affiliates, must hold their shares for a period of at least six (6) months, may not sell more than one percent (1%) of the total issued and outstanding shares in any ninety (90) day period, and must resell the shares in an unsolicited brokerage transaction at the market price. If substantial amounts of our common stock become available for resale under Rule 144, prevailing market prices for our common stock will be reduced.

 

We are classified as an “emerging growth company” as well as a “smaller reporting 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", 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 are applicable 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.

 

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 certain 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” are able to 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 being required to provide two years of audited financial statements in annual reports.  Decreased disclosures in our SEC


14


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 certain 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, 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.

 

If in the future we are not required to continue filing reports under Section 15(d) of the Securities Exchange Act of 1934, for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common shares can no longer be quoted on the OTCQB, which could reduce the value of your investment.

 

As a result of this offering as required under Section 15(d) of the Securities Exchange Act of 1934, we will file periodic reports with the Securities and Exchange Commission as required under Section 15(d). However, if in the future we are not required to continue filing reports under Section 15(d), for example because we have less than three hundred shareholders of record at the end of the first fiscal year in which this registration statement is declared effective, and we do not file a Registration Statement on Form 8-A upon the occurrence of such an event, our common stock can no longer be quoted on the OTCQB, which could reduce the value of your investment. Of course, there is no guarantee that we will be able to meet the requirements to be able to cease filing reports under Section 15(d), in which case we will continue filing those reports in the years after the fiscal year in which this registration statement is declared effective. Filing a registration statement on Form 8-A will require us to continue to file quarterly and annual reports with the SEC and will also subject us to the proxy rules of the SEC. In addition, our officers, directors and 10% stockholders will be required to submit reports to the SEC on their stock ownership and stock trading activity. Thus, the filing of a Form 8-A in such event makes our common shares continued to be able to be quoted on the OTCQB.

 

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, that 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” 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.


15


FORWARD LOOKING STATEMENTS

 

When used in this prospectus, the words or phrases “will likely result,” “we expect,” “will continue,” “anticipate,” “estimate,” “project,” ”outlook,” “could,” “would,” “may,” or other similar expressions are intended to identify forward-looking statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. Such risks and uncertainties include, among others, success in developing new and innovative technologies and products, our ability to develop our core business and execute on our business plan and expansion strategies, and our ability to finance and sustain operations. We have no obligation to publicly release the results of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of shares of common stock in this offering by the selling stockholders.  All proceeds from the sale of the common stock offered by the Selling Stockholders under this prospectus will be for the account of the Selling Stockholders, as described in the sections entitled “Selling Stockholders” starting on page 16 and “Plan of Distribution” starting on page 18.  With the exception of any brokerage fees and commissions that are the respective obligations of the Selling Stockholder, we are responsible for the fees, costs, and expenses of this offering, including legal fees, accounting fees, printing costs, filing and other miscellaneous fees and expenses which is estimated to be $63,052.

 

DETERMINATION OF OFFERING PRICE

 

The offering price of the shares was arbitrarily determined by us.  The offering price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a company.  Accordingly, the offering price should not be considered an indication of 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.

 

We are registering 14,003,000 shares of our common stock owned by and on behalf of the Selling Stockholders named in the table below. We will pay all costs, expenses, and fees related to the registration of these shares, including all registration and filing fees, printing expenses, legal fees, and other associated costs.

 

We will not be offering any shares on behalf of the Selling Stockholders.  The Selling Stockholders are not required to sell their shares, nor have they indicated to us, as of the date of this prospectus, an intention to sell any of their shares being registered.  The Selling Stockholders are offering their shares of our common stock for their own account.  We will not receive any proceeds from the sale of the Selling Stockholders’ shares.

 

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:

 

The number of shares of our common stock owned prior to this offering;  

 

The total number of shares of our common stock that is being offered through this prospectus; 

 

The total number of shares that will be beneficially owned upon completion of this offering; and 

 

The percentage of ownership upon completion of this offering. 


16


 

 

 

 

 

Name of Selling Stockholder

Number of Shares Beneficially Owned Prior to the Offering (1)

 

Percentage of Common Stock Owned Prior to the Offering (1)

 

 

 

Number of Shares Being Offered

 

Beneficial Ownership of Shares After Offering (2)

 

Percentage of Common Stock Owned After Offering (2)

 

 

 

 

 

 

Paul and Yalee Yang

500,000

*

500,000

-0-

0%

Saleh Gimie Idris

500,000

*

500,000

-0-

0%

Hawa Abdi Jama

100,000

*

100,000

-0-

0%

Mogaolia Chang

100,000

*

100,000

-0-

0%

Maw Lee

308,000

*

308,000

-0-

0%

Zoua Vang

100,000

*

100,000

-0-

0%

Blia and Soua Vang

600,000

*

600,000

-0-

0%

Lee and Chao Hang

500,000

*

500,000

-0-

0%

Ahmed S. Haji

300,000

*

300,000

-0-

0%

Randall and Jana Gifford

100,000

*

100,000

-0-

0%

Eli Yang

100,000

*

100,000

-0-

0%

Yer and Chia Vang

200,000

*

200,000

-0-

0%

Vicki M. Yang

100,000

*

100,000

-0-

0%

Bao Yang

200,000

*

200,000

-0-

0%

Max Vang

100,000

*

100,000

-0-

0%

Boua Ger Lo and Youa Xiong

1,000,000

*

1,000,000

-0-

0%

Dang Chang Yang

200,000

*

200,000

-0-

0%

Gene B. Vang

100,000

*

100,000

-0-

0%

Abdulkadir Jama

100,000

*

100,000

-0-

0%

Nengjay Paul Yang

200,000

*

200,000

-0-

0%

Anita Vang

100,000

*

100,000

-0-

0%

Yee Vue

100,000

*

100,000

-0-

0%

Xhonching Yang

100,000

*

100,000

-0-

0%

Abolfazl Monzavi

250,000

*

250,000

-0-

0%

Allen Neng Yang

100,000

*

100,000

-0-

0%

Daya Yang

190,000

*

190,000

-0-

0%

Chao Yang

100,000

*

100,000

-0-

0%

Cindy Ly

200,000

*

200,000

-0-

0%

Pang Dua Vanchiasong

100,000

*

100,000

-0-

0%

Yeng Her and

    Davanh Yathaotou

 

200,000

*

 

 

200,000

 

-0-

 

0%

Minnesota Recovery Center, LLC (3)

100,000

*

100,000

-0-

0%

Leasueday and Greenlee Yang

100,000

*

100,000

-0-

0%

Vixay Yathortou

100,000

*

100,000

-0-

0%

Chong Nao Yang

100,000

*

100,000

-0-

0%

Abdiaziz Hassan

100,000

*

100,000

-0-

0%

Xai Vue Yang

100,000

*

100,000

-0-

0%

Suleyman Ayub Kawo

200,000

*

200,000

-0-

0%

Patrick and Lor Vang

200,000

*

200,000

-0-

0%

Nhiachao Yang

100,000

*

100,000

-0-

0%

Yonis M. Haji-Abdirahman

300,000

*

300,000

-0-

0%

Kansay Vue

35,000

*

35,000

-0-

0%

Betsy and Bayo Fasinro

170,000

*

170,000

-0-

0%

Mohamed A. Mohamed

50,000

*

50,000

-0-

0%

Youa Yia Yang

100,000

*

100,000

-0-

0%

Kue and Jay Xiong

5,000,000

2.6%

5,000,000

-0-

0%

Martin Drabarek

100,000

*

100,000

-0-

0%

Fozia Abdulgani

100,000

*

100,000

-0-

0%

Faisal Demaag

200,000

*

200,000

-0-

0%

 

Totals

14,003,000

7.4%

14,003,000

-0-

0%

 


17


(*) Less than 1%

 

(1) Based upon beneficial ownership information reported to us as of February 16, 2018. 

 

(2) Assuming that all 14,003,000 shares being registered are sold.  

 

(3) Abdullahi Farah has voting and dispositive power of the securities held by this selling stockholder. 

 

 

PLAN OF DISTRIBUTION

 

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future. Accordingly, the Shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

 

Selling Stockholders are offering up to 14,003,000 shares of our common stock. The Selling Stockholders will offer their shares at fixed price of $0.03 per share until our shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling stockholders. There is no guarantee that our stock will ever be quoted on the OTCQB.

 

The securities offered by this prospectus will be sold by the Selling Stockholders. Selling Stockholders in this offering may be considered 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 until 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 that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of 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 purchasing 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 are not permitted to cover short sales by purchasing shares while the distribution of it taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. 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.

 

State Securities Laws

 

Under the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the 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 securities for resale in other states which require shares to be qualified before they can be resold by our Selling Stockholders.


18


OTCQB Considerations

 

To be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTCQB.

 

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 no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion is that the issuer be current in its reporting requirements with the SEC.

 

Although we anticipate listing on the OTCQB will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTCQB rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

 

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.

 

Expense of Registration

 

We are bearing substantially all costs relating to the registration of the shares of common stock offered hereby which is estimated to be $63,052. The Selling Stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of such shares common

 

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 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.

 

Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses 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 prior to the transaction, information about the sales persons compensation.


19


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

 

Rule 15g-9 requires broker-dealers to:

 

approve the transaction for the customer's account;  

obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; 

obtain from the customer information regarding his investment experience; 

make a determination that the investment is suitable for the investor; 

deliver to the customer a written statement for the basis for the suitability determination; 

notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and 

provide the customer with FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons. 

 

The application of the penny stock rules may affect your ability to resell your shares.

 

 

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, and 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 February 16, 2018 we had 190,003,000 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, preferred stock will provide flexibility in connection with possible financing or acquisition transactions in the future.  The issuance of preferred stock, however, 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.

 

As of February 16, 2018 we had -0- shares of preferred stock issued or outstanding.

 

Share Purchase Warrants

 

We have not issued and do not have outstanding any warrants to purchase shares of our stock.

 

Options

 

We have not issued and do not have outstanding any options to purchase shares of our stock.


20


 

Convertible Securities

 

We have not issued and do not have outstanding any securities convertible into shares of our stock or any rights convertible or exchangeable into shares of our stock.

 

Dividend Policy

 

We have never declared or paid cash dividends.  We currently intend to retain all future earnings for the operation and expansion of our business 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.

 

Sales of Our Common Stock Under Rule 144

 

We presently have 190,003,000 shares of our common stock issued and outstanding. Of these shares 40,003,000 are held by non-affiliates and 150,000,000 are held by affiliates, which Rule 144 of the Securities Act of 1933, as amended, defines as restricted securities. None of our issued and outstanding shares are currently eligible for resale under Rule 144.

 

We are registering 14,003,000 shares of our common stock held by non-affiliates. We are not registering any shares held by affiliates. The remaining non-affiliate shares, as well as all of the remaining affiliates’ shares, will still be subject to the resale restrictions of Rule 144.

 

In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six (6) months, may not sell more than one (1) percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.

 

The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

As of February 16, 2018 we did not have any authorized Equity Compensation Plans.

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

 

SecureTech was incorporated under the laws of the State of Wyoming on March 2, 2017 under the name SecureTech, Inc.  We amended our Articles of Incorporation on December 20, 2017 to change our 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 developed its initial product, Top Kontrol, which it believes to be the most advanced anti-theft and personal safety automobile device of its kind currently available.

 

In addition to Top Kontrol, SecureTech has additional personal and automobile security and safety products currently under development that utilize both the existing licensed patent as well as prospective new patentable technologies that it is presently exploring.

 

We are an emerging growth company.  Our independent registered public accounting firm has issued a going concern opinion in their audit report included in the financial statements that are a part of this prospectus.  This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next 12 months.  Although we are executing our business plan we are not presently generating significant revenue and cannot meet our ongoing current financial obligations, particularly our ongoing reporting requirements with the SEC.  Accordingly, we must raise additional cash from sources other than operations.

 

To meet our need for cash we presently are exploring other such sources of funding, including raising funds through an offering of our common stock and loans.  If we are unable to raise this additional funding, we may have to suspend operations until we do raise the cash or cease operations entirely.


21


The following discussion should be read in conjunction with our financial statements and the notes thereto and the other information included in this prospectus.

 

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 administration 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, 2017, we had incurred ($52,824) in losses since our inception on March 2, 2017.  We have not achieved profitability and expect to continue to incur net losses throughout the fiscal year ending December 31, 2018 and potentially 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 have to 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 will be accepted by the marketplace.  We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to 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 financing 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 sources of financing 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 assurance that future financing 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.

 

Results of Operations

 

March 2, 2017 (inception) through December 31, 2017

 

For ease of reading we refer to the period of March 2, 2017 (inception) through December 31, 2017 as the “ Fiscal 2017 ”.

 

Revenues . We did not generate any revenue during Fiscal 2017.

 

Operating Expenses . Our total operating expenses for Fiscal 2017 were $52,823. These operating expenses were primarily attributable to organizational costs related to our formation and issuing shares of our common stock to our officers, directors, and outside consultants.  These expenses have consisted primarily of legal fees.

 

Loss From Operations . We incurred an operating loss of ($52,823) during Fiscal 2017. The operating loss was primarily attributable to organizational costs related to our formation and issuing shares of our common stock to our officers, directors, and outside consultants.  These expenses have consisted primarily of legal fees.

 

Net Loss . We incurred a net loss of ($52,824) during Fiscal 2017. The net loss was primarily attributable to organizational costs related to our formation and issuing shares of our common stock to our officers, directors, and outside consultants.  These expenses have consisted primarily of legal fees.

 

Total Stockholders’ Deficit . Our stockholders’ deficit was ($52,824) as of December 31, 2017.


22


Liquidity and Capital Resources

 

As of December 31, 2017, we had assets totaling $155,617, which was comprised of $140,617 in cash and $15,000 in undeposited funds.  

 

As of December 31, 2017, we had no outstanding liabilities.

 

We expect to incur continued losses through the fiscal year ending December 31, 2017, possibly even longer.  We do not have any revenues and must continue to raise additional capital to remain in business.  

 

Without limiting our available options, future financings will most likely be through the sale of additional shares of our common stock.  It is possible that we could also offer warrants, options and/or rights in conjunction with any future issuances of our common stock.  However, we can give no assurance that financing will be available to us, and if available to us, in amounts or on terms acceptable to us.  If we cannot secure adequate financing we may be forced to cease operations and you will lose your entire investment.

 

Going Concern Consideration

 

Our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

Off-Balance Sheet Transactions

 

We do not engage in off-balance sheet transactions.

 

Contractual Obligations

 

As of December 31, 2017, we did not have any contractual obligations.

 

 

DESCRIPTION OF OUR BUSINESS AND PROPERTIES

 

You should rely only on the information contained in this prospectus or any supplement hereto.  We have not authorized anyone to provide you with different information.  If anyone provides you with different information, you should not rely on it.  We are not making an offer to sell the shares in any jurisdiction where the offer is not permitted.  You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the date of delivery of this prospectus or any supplement hereto, or the sale of the shares.  Our business, financial condition, results of operations and prospects may have changed since that date.

 

Overview of Our Business

 

SecureTech was incorporated under the laws of the State of Wyoming on March 2, 2017 under the name SecureTech, Inc.  We amended our Articles of Incorporation on December 20, 2017 to change our 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 developed its initial product, Top Kontrol, which it believes to be the most advanced anti-theft and personal safety automobile device of its kind currently available.

 

In addition to Top Kontrol, SecureTech has additional personal and automobile security and safety products currently under development that utilize both the existing licensed patent as well as prospective new patentable technologies that it is presently exploring.


23


Going Concern Consideration

 

Our independent registered public accounting firm has issued a going concern opinion in their audit report included in the financial statements that are a part of this prospectus.  This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next 12 months.  Although we are executing our business plan we are not presently generating significant revenue and cannot meet our ongoing current financial obligations, particularly our ongoing reporting requirements with the SEC.  Accordingly, we must raise additional cash from sources other than operations.

 

To meet our need for cash we presently are exploring other such sources of funding, including raising funds through an offering of our common stock and loans.  If we are unable to raise this additional funding, we may have to suspend operations until we do raise the cash or cease operations entirely.

 

The following discussion should be read in conjunction with our financial statements and the notes thereto and the other information included in this prospectus.

 

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 administration 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, 2017, we had incurred ($52,824) in losses since our inception on March 2, 2017.  We have not achieved profitability and expect to continue to incur net losses throughout the fiscal year ending December 31, 2018 and potentially 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 have to 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 will be accepted by the marketplace.  We anticipate relying on equity sales of our common stock in order to continue to fund our business operations until we are able to 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 financing 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 sources of financing 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 assurance that future financing 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.

 

Top Kontrol Product

 

SecureTech’s first anti-theft and automobile safety product is called Top Kontrol.  Utilizing exclusively licensed patented technology created originally by our Founder, Kao Lee, SecureTech had developed a very competitively priced product that significantly outperforms all other known competing products currently on the market.

 

Key Advantages of the Top Kontrol Product (TK-Auto Safety and Anti-Theft Device):

 

Anti-theft circuits actively prevent automobile theft and/or carjacking 

Automatic secure feature prevents car from being stolen while keys are in ignition and/or engine is idling 

Active and passive prevention of carjacking 

Does not interfere with other systems in the vehicle 

Works with all makes and models of cars, trucks and motorcycles 


24


Manual engine kill switch 

Shock sensor 

Key based system to prevent hijacking of wirelessly transmitted security codes 

No 24/7 power feeding which prevents short-circuiting the system with a power surge, a common method thieves use to disable our competitors’ systems 

 

Made in USA

 

SecureTech exclusively uses US contract manufacturers and labor to manufacture and assemble its products.  SecureTech does not have any long-term or exclusive arrangements with any single contract manufacturer and is free to change or negotiate with new contract manufacturers at its sole discretion.  This allows SecureTech to scale production levels as it deems appropriate.

 

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

 

Competition

 

SecureTech faces formidable competition in every aspect of our business.  The success or failure of our business will depend largely upon the ability of our management to develop competitive products and properly market them to attract a sufficient number of new customers which will allow us to generate sufficient revenues to become profitable.

 

SecureTech will be competing against better established competitors with substantially greater financial resources and a longer history of operations.  Our competitors’ resources and market presence may provide them with 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 comparison overview of these competitors’ product offerings:

 

 

FEATURES

VIPER

 

LOJACK

TOP KONTROL

Electronic/engine Immobilizers

 

 

 

Kill Switch

 

 

 

Light and Siren

 

 

 

Electronic Tracking System

 

 

 

Carjacking Security Features

 

 

 

Automatic Secured for preventing carjacking

 

 

 

Anti-Shock Sensor

 

 

 

Automatic Secured features to prevent theft even if keys are left in the ignition and/or engine idling

 

 

 

Key based system to prevent interception of wirelessly transmitted security codes

 

 

 

Does not require a 24/7 power feed

 

 

 

MSRP

$499+

$695+

$449

 

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

 

We believe that our industry is large enough that we will be able to compete successfully against our competitors with our existing and future products.  However, it is important 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.


25


Sales and Marketing

 

SecureTech intends to use a two-pronged approach to marketing for our current and future products to prospective customers, including direct marketing efforts and authorized dealer sales.  

 

Direct Marketing

 

SecureTech intends to build brand and product awareness through traditional marketing avenues, including:

 

Traditional paid advertising (e.g. periodical and trade publications, television, and radio) 

 

Online and Social Media 

 

Pay-Per-Click Internet Advertising 

 

Free Media Exposure (e.g. free theft prevention and safety courses and videos)  

 

Authorized Dealer Sales

 

SecureTech intends to internally develop a sales team of representatives that will sell SecureTech’s products to car dealerships (new and used), car audio stores, body shops, and other similar venues.  SecureTech will augment its own sales force with commission based independent sales representatives, both domestically and internationally.

 

Government Regulation

 

SecureTech will be subject to domestic and international laws and regulations that relate directly or indirectly to its products and operations.  These laws and regulations include common business practices, tax rules and securities regulations pertaining to the operation of its business, and product warranties and safety requirements.  SecureTech believes that the effects of existing or probable governmental regulations will be additional responsibilities of the management of SecureTech to ensure that it remains in compliance with all applicable regulations as they apply to the SecureTech’s products as well as ensuring that SecureTech does not infringe on any proprietary rights of others with respect to its products.  SecureTech will also need to maintain accurate financial records in order to remain complaint with securities regulations as well as any corporate tax liability it incurs.  

 

Compliance with Environmental Laws

 

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

 

Research and Development Expenditures

 

We have not incurred any research or development expenditures since our inception on March 2, 2017.

 

Patents and Trademarks

 

We have exclusively licensed United States Patent No. 8,436,721 from Shongkawh, LLC, a related party.  Pursuant to the terms of the licensing agreement, SecureTech will pay Shongkawh two-percent (2%) of all gross sales generated on all products sold incorporating the technology covered by this patent.

 

Aside from this licensed patent, SecureTech has not applied for any patents or trademarks.

 

Property and Equipment

 

Our principal executive offices are located at 2355 Highway 36 West, Suite 400, Roseville, MN 55113.  We lease this space for $1,460 per month.

 

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


26


Executive Offices and Telephone Number

 

Our executive office and main telephone number is currently:

 

Executive Office Telephone and E-Mail Contact Information  

 

2355 Highway 36 West Tel: (651) 317-8990 

Suite 400 E-Mail: info@SecureTechinnovations.com  

Roseville, MN 55113 Web: www.SecureTechinnovations.com  

 

Jumpstart Our Business Startups Act

 

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 our Business Startups Act of 2012 (“ JOBS Act ”). An emerging growth company may 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:

 

are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; 

 

are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis); 

 

are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes); 

 

are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; 

 

may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations, or MD&A; 

 

are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act; and 

 

are exempt from any PCAOB rules relating to mandatory audit firm rotation and any requirement to include an auditor discussion and analysis narrative in our audit report. 

 

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


27


$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. Please see the disclosures under “Penny Stock Considerations” on page 33 for more information.

 

DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS

 

Our executive officers and directors and their respective ages as of the date of this Confidential Private Placement Memorandum are as follows:

 

Name

Age

Position

 

 

 

Kao Lee

48

President, Chief Executive Officer and Director

Anthony Vang

46

Treasurer, Secretary, and Director

Abdulcadir Haji

60

Director

Abdikarim H. Farah

48

Vice President

Abdirahman Hussein Isse

57

Vice President

 

Our Board of Directors is comprised of only one class of director.  Each director is elected to hold office until the next annual meeting of shareholders and until his successor has been elected and qualified.  Officers are elected annually by the Board of Directors and hold office until successors are duly elected and qualified.  There are no arrangements, agreements, or understandings between non-management shareholders and management under which non-management shareholders may, directly or indirectly, participate in or influence the management of our business affairs.  The following is a brief account of the business experience of each of our directors and executive officers.  There is no family relationship between any director or executive officer.

 

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 the phases of product marketing and promotion, 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 general management of the company.

 

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.


28


Mr. Haji is not currently an officer or director of any other reporting company and he intends to devote approximately 10%, or 4 to 6 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.

 

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 foregoing, 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 50%, or 20 to 25 hours per week, of his business time to our affairs.

 

Abdirahman Hussein Isse has served as a Vice President since our inception in March 2017.  Mr. Isse concurrently is a Director and Chief Operations Officer at African Resource Group, Inc. where he is responsible for overseeing day-to-day operations in all jurisdictions the company currently operates, including the North American headquarters and gold mining and refining operations in Guinea.

 

In addition to the foregoing, Mr. Isse also concurrently serves as President and Chief Executive Officer of South Seas Food AB, Ltd. d/b/a United Halaal, a position he has held since 2002.  United Halaal is an international retail grocery outlet company in Edmonton, Canada.

 

Mr. Isse is an entrepreneur by nature and has helped startup companies over the past 20+ years in the food industry, telecommunication, technology, and mining.

 

Mr. Isse 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.

 

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 development stage business, 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


29


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.  In addition, 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.

 

EXECUTIVE COMPENSATION

 

The following table sets forth information with respect to compensation paid by us to our officers from inception on March 2, 2017 through December 31, 2017.  Our fiscal year end is December 31 st .  No cash compensation has been paid to our officers from inception on March 2, 2017 through December 31, 2017.

 

Summary Compensation Table

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

 

 

 

 

 

 

 

 

 

Name and Principal

Position

 

 

 

 

 

 

 

 

 

 

Year

 

 

 

 

 

 

 

 

 

Salary

($)

 

 

 

 

 

 

 

 

 

Bonus

($)

 

 

 

 

 

 

 

 

Stock

Awards

($)

 

 

 

 

 

 

 

 

Option

Awards

($)

 

 

 

 

Non-Equity Incentive Plan Compen-sation

($)

Change in Pension Value & Nonqual-ified Deferred Compen-sation Earnings ($)

 

 

 

 

 

 

 

All Other Compen-sation

($)

 

 

 

 

 

 

 

 

 

Totals

($)

 

 

 

 

 

 

 

 

 

 

Kao Lee ,

President,CEO,

and Director (1)

 

 

2017

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

Anthony Vang ,

Treasurer, Secretary,

and Director (2)

 

 

2017

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

Abdulcadir Haji ,

Director

 

 

2017

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

Abdikarim Farah ,

Vice President

 

 

2017

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

Abdirahman Isse ,

Vice President

 

 

2017

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

 

0

 

(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-. 


30


The following table sets forth information with respect to compensation paid by us to our directors from inception on
March 2, 2017 through December 31, 2017.  Our fiscal year end is December 31 st .

 

Director Compensation Table

 

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

 

 

 

 

 

 

 

 

 

Name

 

 

 

 

Fees

Earned

or

Paid in

Cash

($)

 

 

 

 

 

 

 

Stock

Awards

($)

 

 

 

 

 

 

 

Option

Awards

($)

 

 

 

 

 

 

Non-Equity Incentive Plan Compensation

($)

 

 

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

 

 

 

 

All Other

Compen-sation

($)

 

 

 

 

 

 

 

 

Total

($)

 

 

 

 

 

 

 

 

Kao Lee

0

0

0

0

0

0

0

Anthony Vang

0

0

0

0

0

0

0

Abdulcadir Haji

0

0

0

0

0

0

0

 

All compensation received by our officers and directors has been disclosed.  There are no stock option, retirement, pension or profit 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 employees 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 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 discretion of the Board.

 

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, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.

 

Officer Compensation

 

We intend to begin paying our officers reasonable cash compensation during the current fiscal year ending December 31, 2018.


31


Director Compensation

 

We have no plans to begin paying our directors any cash compensation until our business becomes operationally profitable.  We may, however, 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 information regarding beneficial ownership as of December 31, 2017 by (i) each named executive officer, (ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of any class of our common stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such person.

 

As of December 31, 2017, we had 183,048,000 shares of common stock issued and outstanding.

 

Name of

Beneficial Owner

Shares of

Common Stock

Percentage of

Class (1)

 

 

 

Officers and Directors

 

 

 

Kao Lee ,

President, CEO, and Director

 

 

75,000,000

 

 

39.4%

 

Anthony Vang ,

Treasurer, Secretary, and Director

 

 

5,000,000

 

 

2.6%

 

Abdulcadir Haji ,

Director (2)

 

 

-0-

 

 

0%

 

Abdikarim Farah ,

Vice President

 

 

1,000,000

 

 

0.5%

 

Abdirahman Hussein Isse ,

Vice President (2)

 

 

-0-

 

 

0%

 

All officers and directors as a group (5 persons)

 

80,000,000

 

43.7%

 

 

 

Five Percent Stockholders

 

 

 

African Resource Group, Inc. (2)

 

75,000,000

 

39.4%

Atlas Management, Ltd. (3)

10,000,000

5.5%

Taurus Financial Partners, LLC (3)

7,500,000

4.1%

 

(1) Based on 190,003,000 shares issued and outstanding as of the date of this prospectus. 

 

(2) Messrs. Haji and Isse do not directly own any SecureTech securities.  As of the date of this prospectus, Messrs. Haji and Isse served as Directors and Executive Officers of African Resource Group, Inc. and had voting and dispositive power over these 75,000,000 shares of SecureTech’s common stock. 

 

(3) J. Scott Sitra has voting and dispositive power over these shares. 

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

As of December 31, 2017, we did not have any authorized Equity Compensation Plans.  Further, we have no plans to create any such plan or plans during the fiscal year ending December 31, 2018.


32


Changes in Control

 

We are unaware of any contract or other arrangement that could result in a change of control of SecureTech.

 

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained. A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

 

OTCQB Considerations

 

To be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTCQB.

 

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 no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion is that the issuer be current in its reporting requirements with the SEC.

 

Although we anticipate listing on the OTCQB will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTCQB rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

 

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.

 

Penny Stock Considerations

 

Our shares will be "penny stocks", as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00 per share. Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

 

Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

 

In addition, under the penny stock regulations, the broker-dealer is required to:

 

deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; 


33


disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; 

 

send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and 

 

make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account. 

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities. Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND CORPORATE GOVERNANCE

 

Indemnification

 

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.

 

Further, Article X of our bylaws contains provisions which allows SecureTech 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.

 

Corporate Governance and Director Independence

 

Our Board of Directors has not established Audit, Compensation, and Nominating or Governance Committees as standing committees. The Board does not have an executive committee or any committees performing a similar function. We are not currently listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Our Directors have determined that they are not “independent” under the definition set forth in the listing standards of the NASDAQ Stock Market, which is the definition that the Board has chosen to use for the purposes of the determining independence, as the OTCQB does not provide such a definition. Therefore, our directors are not independent.


34


LEGAL PROCEEDINGS

 

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

 

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

 

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

Our financial statements included in this prospectus and the registration statement have been audited by M&K CPAS, PLLC, Independent Registered Public Accounting Firm, of Houston, Texas to the extent and for the periods set forth in their report appearing elsewhere in this prospectus and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

Eilers Law Group, P.A., our legal counsel, has provided an opinion on the validity of our common stock.  We retained their counsel solely for the purpose of providing this opinion and have not received any other legal services from this firm.

 

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

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.

 

Further, Article X of our bylaws contains provisions which allows SecureTech 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.

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed a registration statement on Form S-1 under the Securities Act with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of our company. We refer you to our registration statement and each exhibit attached to it for a more detailed


35


description of matters involving our company and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the SEC's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the SEC, Room 1580, 100 F Street NE, Washington D.C. 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a website at www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site.

 

 

REPORTS TO SECURITY HOLDERS

 

We are currently subject to the reporting and other requirements of the Exchange Act which requires us to furnish to our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and make available quarterly reports containing unaudited financial statements for each of the first three quarters of each fiscal year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[The Remainder of This Page Intentionally Left Blank]


36



FINANCIAL STATEMENTS

 

Table of Contents

 

Item

Page

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Balance Sheet as of December 31, 2017

F-3

 

 

Statement of Operation for the fiscal year ended December 31, 2017

F-4

 

 

Statement of Stockholders’ Equity for the period from Inception (March 2, 2017) to
December 31, 2017

F-5

 

 

Statement of Cash Flows for the fiscal year ended December 31, 2017

F-6

 

 

Notes to the Financial Statements

F-7


F - 1



PICTURE 2  

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

and Stockholders of SecureTech Innovations, Inc.

 

We have audited the accompanying balance sheets of SecureTech Innovations, Inc. as of December 31, 2017, and the related statements of income, stockholders’ equity, and cash flows for the years in the period from inception (March 2, 2017) to December 31, 2017. SecureTech Innovations, Inc.’s management is responsible for these financial statements.  Our responsibility is to express an opinion on these financial statements based on our audits.  

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SecureTech Innovations, Inc. as of December 31, 2017, and the results of its operations and its cash flows for the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company suffered losses from operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ M&K CPAS, PLLC

Houston, TX

February 16, 2018


F - 2



SECURETECH INNOVATIONS, INC.

BALANCE SHEET

 

ASSETS

 

 

 

For the fiscal year ended

December 31, 2017

Current assets:

 

 

 

Cash and equivalents

$

140,617

 

Undeposited funds

 

15,000

 

Total current assets

 

155,617

 

 

 

Total assets:

$

155,617

 

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)

 

Current liabilities:

 

 

 

 

$

-

 

 

 

Stockholders’ equity:

 

 

 

Preferred Stock, $0.001 par value, 50,000,000 shares authorized

 

-

 

Common stock, $0.001 par value, 500,000,000 shares authorized;

    183,048,000 shares issued and outstanding

 

 

183,048

 

Additional paid-in capital

 

25,393

 

Accumulated deficit

 

(52,824)

 

 

 

 

 

Total stockholders’ equity

$

155,617

 

 

 

Total liabilities and stockholders’ equity

$

155,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


F - 3



SECURETECH INNOVATIONS, INC.

STATEMENT OF OPERATIONS

 

 

 

For the fiscal year ended

December 31, 2017

 

 

 

Operating expenses:

 

 

 

General and administrative

$

1,673

 

Legal fees

 

51,150

 

Total operating expenses

 

52,823

 

 

 

(Loss) from operations

 

(52,823)

 

 

 

Other income (expense)

 

 

 

Interest expense

$

(1)

 

Total other income (expense)

 

(1)

 

 

 

Provision for income taxes

 

-

 

 

 

Net (loss)

$

(52,824)

 

 

 

Loss per share,

    basic and diluted

 

$

 

(0.00)

 

 

 

Weighted average number of common shares outstanding

    basic and diluted

 

$

 

175,573,033

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


F - 4



SECURETECH INNOVATIONS, INC.

STATEMENT OF STOCKHOLDERS’ EQUITY

For the period from March 2, 2017 (inception) to December 31, 2017

 

 

 

 

Additional

 

 

 

Common Stock

Paid In

Accumulated

 

 

Shares

Amount

Capital

Deficit

Total

Balance, March 2, 2017 (inception)

-

$                              -

$                              -

$                              -

$                              -

Issuance of Founder’s shares

176,100,000

176,100

(176,100)

-

-

Issuance of common stock for cash

6,948,000

6,948

201,492

-

208,440

Imputed interest

-

-

1

-

1

Net loss

-

-

-

(52,824)

(52,824)

Balance, December 31, 2017

183,048,000

$183,048

$25,393

($52,824)

$155,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


F - 5



SECURETECH INNOVATIONS, INC.

STATEMENT OF CASH FLOWS

 

 

 

For the fiscal year ended

December 31, 2017

 

 

 

Cash flows from operating activities:

 

 

 

Net (loss)

$

(52,824)

 

Adjustments to reconcile net (loss) to net cash used in operating activities

 

 

 

 

Imputed interest on related party loan

 

1

 

 

 

 

 

Net cash used in operating activities

 

(52,823)

 

 

 

 

Cash flows from financing activities:

 

 

 

Issuance of common stock for cash

$

208,440

 

 

 

 

 

Net cash provided by financing activities

 

208,440

 

 

 

Net increase (decrease) in cash

 

155,617

 

 

 

Cash – beginning of period

 

-

 

 

 

Cash – end of period

$

155,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


F - 6



SECURETECH INNOVATIONS, INC.

NOTES TO FINANCIAL STATEMENTS

December 31, 2017

 

 

NOTE 1 – Summary of Significant Accounting Policies

 

Organization

 

SecureTech Innovations, Inc. (“ Company ” or “ 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 developed its initial product, Top Kontrol, which it believes to be the most advanced anti-theft and personal safety automobile device of its kind currently available.

 

In addition to Top Kontrol, the Company has additional personal and automobile security and safety products currently under development that utilize both the existing licensed patent as well as prospective new patentable technologies that it is presently exploring.

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“ US GAAP ”) for financial information and in accordance with the Securities and Exchange Commission’s (“ SEC ”) Regulation S-X.  They reflect all adjustments which are, in the opinion of the Company’s management, necessary for a fair presentation of the financial position and operating results as of and for the fiscal period from March 2, 2017 (inception) through December 31, 2017.

 

All significant intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates

 

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

 

Cash and Cash Equivalents

 

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.  As of December 31, 2017, the Company had no cash equivalents.

 

Fair Value of Financial Instruments

 

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


F-7



Level

 

Description

 

 

 

Level 1

 

Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

 

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

Level 3

 

Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The estimated fair values of the Company’s financial instruments as of December 31, 2017 are as follows:

 

 

Fair Value Measurement at December 31, 2017 Using:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Description

 

 

 

 

 

 

 

12/31/17

 

Quoted Prices In Active Markets For Identical Assets

(Level 1)

 

 

 

Significant Other Observable Inputs

(Level 2)

 

 

 

 

Significant Unobservable Inputs

(Level 3)

Assets

 

 

 

 

 

 

 

 

 

Cash and equivalents

$

140,617

$

140,617

$

-

$

-

 

Undeposited funds

 

15,000

 

15,000

 

 

 

 

 

$

155,617

$

155,617

$

-

$

-

 

 

 

 

 

 

 

 

 

Liabilities

$

-

$

-

$

-

$

-

 

$

155,617

$

155,617

$

-

$

-

 

Net Loss per Share Calculation

 

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.   Diluted earnings per shares is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  As of December 31, 2017, the Company had no dilutive financial instruments issued or outstanding.

 

Revenue Recognition

 

The Company follows the guidance of FASB ASC Topic 605 for revenue recognition.  In general, the Company recognizes revenue on four basic criteria that must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured.  Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the fee charged for services rendered and products delivered and the collectability of those fees. Revenue is generally recognized at the time of sale and is expected to consist of sales of food, beverages and general merchandise and souvenirs.

 

Income Taxes

 

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

 

The Company maintains a valuation allowance with respect to deferred tax assets.  The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s


F-8



financial position and results of operations for the current period.  Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the Federal tax laws.

 

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

 

Fiscal Year

 

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

 

Recent Accounting Pronouncements

 

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

 

NOTE 2 – GOING CONCERN

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements during year ended December 31, 2017, the Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since its inception.  Further, as of December 31, 2017, the Company had an accumulated net loss of ($52,824).  These and other factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

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

 

NOTE 3 – STOCKHOLDERS’ EQUITY

 

Preferred stock

 

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

 

As of December 31, 2017, the Company had no classes and -0- shares of preferred stock issued and outstanding.

 

Common stock

 

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

 

During the fiscal year ended December 31, 2017, the Company issued an aggregate of 176,100,000 shares of its common stock to its officers, directors and various consultants for assisting with the formation and early stage development of the Company.  These shares were issued as Founder’s Shares and, as such, were value of $-0-.

 

During the fiscal year ended December 31, 2017, the Company issued an aggregate of 6,948,000 shares of its common stock in exchange for $208,440 in cash, or $0.03 a share.

 

As of December 31, 2017, the Company had 183,048,000 shares of common stock issued and outstanding.


F-9



Imputed Interest on Loan From a Related Party

 

During the fiscal year ended December 31, 2017, the Company had a note payable to a related party stockholder in the amount of $100.  This note was paid in full on December 31, 2017.  During the fiscal year ended December 31, 2017 this note accrued $1 in imputed interest that has been recorded in the financial statements as additional paid-in capital.

 

NOTE 4 – INCOME TAXES

 

The provision (benefit) for income taxes for the years ended December 31, 2017 was as follows, assuming a 35% effective tax rate:

 

 

 

For the fiscal year ended

December 31, 2017

Current tax provision:

 

 

 

Federal

 

 

 

Taxable income

$

-

 

Total current tax provision

$

-

 

 

 

Deferred tax provision:

 

 

 

Federal

 

 

 

Loss carryforwards

$

18,488

 

Change in valuation allowance

 

(18,488)

 

Total deferred tax provision

$

-

 

As of December 31, 2017, the Company had approximately $52,824 in tax loss carryforwards that can be utilized in future periods to reduce taxable income through 2037.

 

The Company provided a valuation allowance equal to the deferred income tax assets for the period from March 2, 2017 (inception) to December 31, 2017 because it is not presently known whether future taxable income will be sufficient to utilize the tax loss carryforwards.

 

The Company has no uncertain tax positions.

 

NOTE 5 – CONTINGENCY/LEGAL

 

As of December 31, 2017, and during the preceding ten years, no director, person nominated to become a director or executive officer, or promoter of the Company has been involved in any legal proceeding that would require disclosure hereunder.

 

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

 

NOTE 6 – RELATED PARTY TRANSACTIONS

 

During the fiscal year ended December 31, 2017, the Company had a note payable to a related party stockholder in the amount of $100.  This note was paid in full on December 31, 2017.  During the fiscal year ended December 31, 2017 this note accrued $1 in imputed interest that has been recorded in the financial statements as additional paid-in capital.


F-10



NOTE 7 – SUBSEQUENT EVENTS

 

Share Issuances

 

Between January 1, 2018 and February 16, 2018, the Company issued an aggregate of 6,755,000 shares of its common stock in exchange for $202,650 in cash, or $0.03 a share.

 

On January 15, 2018, the Company issued 200,000 shares of its common stock for services.  These shares had an aggregate issue value of $6,000.00, or $0.03 a share

 

As of February 16, 2018, the Company had 190,003,000 shares of common stock issued and outstanding.

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[This space intentionally left blank]


F-11



PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The following table sets forth the costs and expenses to be paid in connection with the common stock being registered, all of which will be paid by us in connection with this offering.  All amounts are estimates except for the registration fee.

 

Accounting and audit fees

$7,500

Legal fees and expenses

45,000

Printing and engraving expenses

3,000

SEC registration fee

52

Transfer agent fees

7,500

Total

$63,052

 

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

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.

 

Further, Article X of our bylaws contains provisions which allows SecureTech 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.

 

 

RECENT SALES OF UNREGISTERED SECURITIES

 

Set forth below is information regarding the issuance and sales of securities without registration since inception on March 2, 2017 through February 16, 2018.

 

On March 2, 2017 we issued 75,000,000 shares of common stock, $0.001 par value, to Kao Lee in consideration of his services to us as an officer and director.  We issued these shares as Founder’s Shares with a value of $-0-.  In connection with this issuance, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of Mr. Lee’s relationship with us he had access to all relevant information relating to our business and represented that they each had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.

 

On March 2, 2017 we issued 5,000,000 shares of common stock, $0.001 par value, to Anthony Vang in consideration of his services to us as an officer and director.  We issued these shares as Founder’s Shares with a value of $-0-.  In connection with


II - 1



this issuance, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of Mr. Vang’s relationship with us he had access to all relevant information relating to our business and represented that they each had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.

 

On March 2, 2017, we issued an aggregate of 95,000,000 shares of common stock to four consultants in consideration of their services in lieu of cash.  We issued these shares as Founder’s Shares with a value of $-0-.  In connection with these issuances, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of their relationship to us these consultants had access to all relevant information relating to our business and represented that it had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.

 

On November 15, 2017, we issued 100,000 shares of common stock to a consultant in consideration of his services in lieu of cash.  We issued these shares as Founder’s Shares with a value of $-0-.  In connection with these issuances, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of their relationship to us these consultants had access to all relevant information relating to our business and represented that it had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.

 

On November 15, 2017, we issued 1,000,000 shares of common stock, $0.001 par value, to Abdikarim Farah in consideration of his services to us as an officer.  We issued these shares as Founder’s Shares with a value of $-0-.  In connection with this issuance, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of Mr. Farah’s relationship with us he had access to all relevant information relating to our business and represented that they each had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.

 

On January 15, 2018, we issued 200,000 shares of common stock to a consultant in consideration of his services in lieu of cash.  We issued these shares with a value of $6,000.00, or $0.03 a share.  In connection with these issuances, we relied upon the exemption from the registration requirements pursuant to the provisions of Section 4(2) of the Securities Act as a transaction by an issuer not involving any public offering.  By virtue of their relationship to us these consultants had access to all relevant information relating to our business and represented that it had the required investment intent.  In addition, the securities issued bore an appropriate restrictive legend.

 

Between December 8, 2017 and February 7, 2017, we issued an aggregate of 13,703,000 shares of common stock, $0.001 par value, to 47 investors in exchange for an aggregate of $411,090, or $0.03 a share, in cash.  The offers, sales and issuances of these securities were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

 

 

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The listed exhibits are filed with this Registration Statement:

 

Exhibit

Number

 

 

Title of Document

 

 

Location

 

 

 

 

 

3.1

 

Articles of Incorporation

 

Filed herewith

3.2

 

Bylaws

 

Filed herewith

3.3

 

Amendment to Articles of Incorporation dated December 20, 2017

 

Filed herewith

5.1

 

Legal Opinion of Eilers Law Group, P.A.

 

Filed herewith

10.1

 

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

 

Filed herewith

23.1

 

Consent of M & K CPAS, PLLC, Independent Registered Public Accounting Firm

 

Filed herewith

23.2

 

Consent of Legal Counsel

 

Filed herewith in Exhibit 5.1


II-2



UNDERTAKINGS

 

The undersigned Registrant hereby undertakes:

 

1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to: 

 

a) Include any prospectus required by Section 10(a)(3) of the Securities Act; 

 

b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and 

 

c) Include any additional or changed material information on the plan of distribution. 

 

2) To, for the purpose of determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement relating to the securities offered herein, and to treat the offering of such securities at that time to be the initial bona fide offering thereof. 

 

3) To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remains unsold at the termination of the offering. 

 

4) For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: 

 

a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424; 

 

b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant; 

 

c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and 

 

d) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser. 

 

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in  the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (“ Act ”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 


II-3



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

 

Limitation of Liability of Directors and Officers; Indemnification and Advance of Expenses

 

Pursuant to our charter and under the Wyoming Business Corporation Act (“ Wyoming Act ”), our directors are not liable to us or our stockholders for monetary damages for breach of fiduciary duty, except for liability in connection with a breach of duty of loyalty, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for authorization of illegal dividend payments or stock redemptions under Wyoming law or any transaction from which a director has derived an improper personal benefit. Our charter provides that we are authorized to provide indemnification of (and advancement of expenses) to our directors, officers, employees and agents (and any other persons to which applicable law permits us to provide indemnification) through Bylaw provisions, agreements with such persons, vote of stockholders or disinterested directors, or otherwise, to the fullest extent permitted by applicable law.

 

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC 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 us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

 


II-4



SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Roseville, Minnesota on the 16th day of February, 2018.

 

SECURETECH INNOVATIONS, INC.  

 

 

 

 

By:

/s/ Kao Lee

 

 

Kao Lee

President and Chief Executive Officer

Secretary, Treasurer, Chief Financial Officer

 

 

Pursuant to the requirements of the Securities Act, this amendment to the registration statement has been signed by the following persons in the listed capacities on February 16, 2018:

 

 

By:

/s/ Kao Lee

 

Kao Lee

President, Chief Executive Officer,

Principal Executive Officer, and Director

 

 

 

By:

/s/ Anthony Vang

 

Anthony Vang

Secretary, Treasurer, Chief Financial Officer,

Principal Financial Officer,

Principal Accounting Officer, and Director

 

 

 

By:

/s/ Abdulcadir Haji

 

Abdulcadir Haji

Director


II-5

 

 

ARTICLES OF INCORPORATION

 

OF

 

SECURETECH, INC.

 

 

The Incorporator, Robert C. Harris, who is the herein undersigned, for the purpose of forming a corporation under the Laws of the State of Wyoming, presently adopts the following Articles of Incorporation, and so certifies that:

 

Article I

 

The Corporation’s name is SECURETECH, INC.  

 

Article II

 

The Corporation is to have a perpetual existence.  Where the business takes place, and where the corporate records are, may be sustained anywhere within or without the United States.

 

Article III

 

The purpose of this Corporation is to engage in any lawful business, but not to engage in a business that is subject to regulation under a statue of the State of Wyoming.


Article IV

 

The designated Commercial Registered Agent for the Corporation is 007 Agents, Inc., 1876 Horse Creek Rd., Cheyenne, Wyoming  82009.  

 

Article V

 

The initial principle place of business and designated mailing address for the Corporation is 2355 Highway 36 West, Suite 400, Roseville, Minnesota  55113.  

 

Article VI

 

The total number of shares of all classes of stock which the Corporation shall have the authority to issue is five-hundred fifty million (550,000,000) shares, of which five-hundred million (500,000,000) shares, par value of one-tenth of one cent ($0.001) per share, shall be of a class designated " Common Stock " and fifty-million (50,000,000) shares, par value of one-tenth of one cent ($0.001) per share, shall be of a class designated " Preferred Stock ".  The express terms and provisions of the shares of each class of stock are as follows:  

 

COMMON STOCK

 

Noncumulative, Common Stock at a par value of one-tenth of one cent ($0.001) per share

 

(1) Dividends .  Subject to all of the rights of the other classes of stock, the holders of Common Stock shall be entitled to receive, when, and if declared by the Board of Directors of the Corporation (“ Board of Directors ”), out of funds legally available therefore, dividends payable in cash, stock or otherwise;  


- 1 -

Articles of Incorporation

Securetech, Inc.


 

(2) Voting Rights . Each share of Common Stock has one (1) vote on each matter on which the share is entitled to vote.  Shareholders may not cumulate their votes for any voting matter;  

 

(3) Liquidation . Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, and after the holders of any issued and outstanding classes of Preferred Stock have been paid in full for the amounts to which they respectively shall be entitled or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the Corporation shall be distributed pro rata to the holders of Common Stock in accordance with their respective rights and interests, to the exclusion of the holders of any issued and outstanding classes of Preferred Stock;  

 

(4) Preemptive Rights . No shareholder of the Corporation holding Common Stock shall have any preemptive or other right to subscribe for any additional unissued or treasury shares of stock or for other securities of any class, or for rights, warrants or options to purchase stock, or for scrip, or for securities of any kind convertible into stock or carrying stock purchase warrants or privileges unless so authorized by the Board of Directors; and  

 

(5) Other Rights . The holders of shares of Common Stock shall have any other rights as are established by the Board of Directors and provided for by law.  

 

 

PREFERRED STOCK

 

(1) The Board of Directors is authorized, subject to applicable law and the provisions of this Article III, to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, and to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series.  The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:  

 

(a) the distinctive designation and number of shares comprising such series, which number may (except where otherwise provided by the Board of Directors in creating such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board of Directors;  

 

(b) the dividend rate or rates on the shares of such series and the preferences, if any, over any other series (or of any other series over such series) with respect to dividends, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether and upon what conditions such dividends shall be cumulative and, if cumulative, the date or dates from which dividends shall accumulate;  

 

(c) the voting powers, full or limited, if any, of shares of such series, and under what conditions, if any, the shares of such series (alone or together with the shares of one or more other series having similar provisions) shall be entitled to vote separately as a class for the election of one or more directors of the Corporation in case of dividend arrearages or other specified events or upon other matters;  

 

(d) whether the shares of such series shall be redeemable, the limitations and restrictions with respect to such  redemptions, the time or times when, the price or prices at which and the manner in which such shares shall be redeemable, including, but not limited to, the manner of selecting shares of such series for redemption if less than all shares are to be redeemed;  


- 2 -

Articles of Incorporation

Securetech, Inc.


(e) the rights to which the holders of shares of such series shall be entitled, and the preferences, if any, over any other series (or of any other series over such series), upon the voluntary or involuntary liquidation, dissolution, distribution of assets or winding up of the Corporation, which rights may vary depending on whether such liquidation, dissolution, distribution or winding up is voluntary or involuntary, and, if voluntary, may vary at different dates;  

 

(f) whether the shares of such series shall be subject to the operation of a purchase, retirement or sinking fund, and, if so, whether and upon what conditions such purchase, retirement or sinking fund shall be cumulative or noncumulative, the extent to which and the manner in which such fund shall be applied to the purchase or redemption of the shares of such series, including, but not limited to, the price or prices at which the shares may be purchased or redeemed, or to other corporate purposes and the terms and provisions relative to the operation thereof;  

 

(g) whether the shares of such series shall be convertible into or exchangeable for shares of stock of any other class or classes, or of any other series of the same class, and, if so convertible or exchangeable, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;  

 

(h) whether the issuance of additional shares of Preferred Stock shall be subject to restrictions as to issuance, or as to the powers, preferences or other rights of any other series;  

 

(i) the right of the shares of such series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issuance of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of, any outstanding stock of the Corporation; and  

 

(j) any other preferences, privileges and powers, and relative participating, optional or other special rights, and qualifications, limitations or restrictions of such series, as the Board of Directors may deem advisable and as shall not be inconsistent with applicable law or the provisions of these Articles of Incorporation, as amended from time to time.  

 

(2) Shares of Preferred Stock which have been issued and reacquired in any manner by the Corporation (excluding until the Corporation elects to retire them, shares which are held as treasury shares, including shares redeemed, shares purchased and retired and shares which have been converted) shall have the status of authorized but unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reissued as a part of another series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any series of Preferred Stock.  

 

(3) The holders of Preferred Stock shall not have any preemptive rights except to the extent such rights shall be specifically provided for in the resolution or resolutions providing for the issuance thereof adopted by the Board of Directors.  

 

Issuance of the classes of Common Stock and Preferred Stock .  The Board of Directors of the Corporation may from time to time authorize by resolution the issuance of any or all shares of any class of the Common Stock and the Preferred Stock herein authorized in accordance with the terms and conditions set forth in these Articles of Incorporation.  In such amounts, to such persons, corporations, or entities, for such consideration as the Board of Directors in its sole discretion may determine and without any vote or other action by the stockholders except as otherwise required by law.  The Board of Directors, from time to time, also may authorize, by resolution, options, warrants and other rights convertible into Common or Preferred Stock (collectively " Securities ").  The Securities


- 3 -

Articles of Incorporation

Securetech, Inc.


must be issued for consideration of money, property, and/or services as the Board of Directors may deem appropriate, subject to the requirement that the value of such consideration be no less than the par value of the shares issued.  Any shares issued for which the consideration so fixed has been paid or delivered shall be fully paid stock and the holder of such shares shall not be liable for any further call or assessment or any other payment thereon, provided that the actual value of such consideration is not less than the par value of the shares so issued.

 

Article VII

 

The Corporation shall be governed by a Board of Directors consisting of no less than one (1) and no more than seven (7) directors.  Directors need not be shareholders of the Corporation.

 

Article VIII

 

To the fullest extent permitted by the Wyoming Business Corporations Act or any other applicable law as now in effect or as it may hereafter be amended, a Director of the Corporation shall have no personal liability to the Corporation or its shareholders for monetary damages for any action taken or failure to take any action as a Director.

 

Article XI

 

The identity and address of the Corporation’s Incorporators are as follows:

 

Incorporator’s Name Address  

 

Robert C. Harris 564 Wedge Ln.  

Fernley, NV 89408

 

 

The undersigned, being the original incorporator herein named, for the purpose of forming a corporation to do business both within and without the State of Wyoming, and in pursuance of the general corporation law of the State of Wyoming, does make and file this certificate, hereby declaring and certifying that the facts herein are true, and accordingly have hereunto set my hand this 3rd day of March, 2017.

 

 

 

 

/s/ Robert C. Harris  

Robert C. Harris  


- 4 -

Articles of Incorporation

Securetech, Inc.

TABLE OF CONTENTS

BY-LAWS

 

ARTICLE I – OFFICES

 

1.1    Registered Office 

1.2    Other Offices 

 

ARTICLE II – SHAREHOLDERS

 

2.1    Place of Meetings 

2.2    Annual Meetings 

2.3    Special Meetings 

2.4    Notice of Meetings 

2.5    Purpose of Meetings 

2.6    Adjourned Meetings and Notice Thereof 

2.7    Quorum 

2.8    Voting 

2.9    Proxy 

2.10    Action Without Meeting 

2.11    Inspection of Corporate Records 

2.12    Inspection of Bylaws 

 

ARTICLE III – DIRECTORS

 

3.1 Powers 

3.2 Number of Directors 

3.3 Election and Term of Office 

3.4 Vacancies 

 

ARTICLE IV – MEETINGS OF THE BOARD OF DIRECTORS

 

4.1 Place of Meetings 

4.2 First Meeting 

4.3 Regular Meetings 

4.4 Special Meetings 

4.5 Notice of Adjournment 

4.6 Waiver of Notice 

4.7 Quorum 

4.8 Meetings by Telephone 

4.9 Adjournment 

4.10 Action Without Meeting 

4.11 Votes and Voting 

4.12 Inspection of Books and Records 

 

ARTICLE V – COMMITTEES OF DIRECTORS

 

5.1 Power to Designate 

5.2 Regular Minutes 

5.3 Action Without Meeting 


- 1 -


ARTICLE VI – COMPENSATION OF DIRECTORS

 

6.1 Fees and Compensation 

 

ARTICLE VII – OFFICERS

 

7.1 Appointment of Officers 

7.2 Time of Appointment 

7.3 Additional Officers 

7.4 Compensation of Officers 

7.5 Vacancies 

7.6 Chairman of the Board 

7.7 Vice-Chairman 

7.8 President 

7.9 Vice-Presidents 

7.10 Secretary 

7.11 Assistant Secretaries 

7.12 Treasurer 

7.13 Assistant Treasurers 

7.14 Surety 

 

ARTICLE VIII – CERTIFICATES OF STOCK

 

8.1 Share Certificates 

8.2 Transfer Agent 

8.3 Lost or Stolen Certificates 

8.4 Share Transfers 

8.5 Voting Shareholder 

8.6 Shareholders Record 

 

ARTICLE IX – GENERAL PROVISIONS

 

9.1 Dividends 

9.2 Reserves 

9.3 Checks and Drafts 

9.4 Fiscal Year 

9.5 Representation of Securities of Other Corporations and Entities 

9.6 Corporate Automobiles, Aircraft and Other Such Property 

 

ARTICLE X – INDEMNIFICATION

 

ARTICLE XI – AMENDMENTS

 

11.1 By Shareholder 

11.2 By Board of Directors 

 

    


- 2 -


BY-LAWS

 

OF

 

SECURETECH, INC.

 

A WYOMING CORPORATION

 

 

ARTICLE I

 

OFFICES

 

SECTION 1.1 –  Registered Office – The Corporation, by resolution of its Board of Directors, may change the location of its registered corporate office as designated in the Articles of Incorporation to any other place.  By like resolution the resident agent and/or registered agent office may be changed to any other person or corporation, including itself. Upon adoption of such a resolution, a certificate certifying the change shall be executed, acknowledged, and filed with the Secretary of State.

 

SECTION 1.2 –  Other Offices – The corporation may also have offices at such other places both within and without the State of Wyoming as the Board of Directors may from time to time determine or the business of the corporation may require.

 

 

ARTICLE II

 

SHAREHOLDERS

 

SECTION 2.1 –  Place of Meetings – All annual meetings of shareholders and all other meetings of shareholders shall be held at the registered office of the corporation or at such other place within or without the State of Wyoming as determined by the Board of Directors or by the written consent of all shareholders entitled to vote thereat, given either before or after the meeting and filed with the Secretary of the corporation.

 

SECTION 2.2 –  Annual Meetings – The annual meetings of the shareholders shall be held not more than two-hundred (200) days after the close of the fiscal year of the corporation and will be held at a time and date specified by the Board of Directors.  At such meeting, directors shall be elected, reports of the affairs of the corporation shall be considered, and any other business that may properly be brought before the meeting.

 

SECTION 2.3 –  Special Meetings – Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called at any time by the President, by resolution of the Board of Directors, or by one or more shareholders holding not less than one-fifth of the voting power of the corporation.  Requests for special meetings shall state the purpose of the meeting.

 

SECTION 2.4 –  Notice of Meetings – Notices of each annual meeting or special meeting shall be in writing, signed by the President or a Vice-President or the Secretary or an Assistant Secretary or by such other person or persons as the directors shall designate, and shall be given to each shareholder entitled to vote, except as provided by Wyoming Statute, either personally or by mail or other means of written communication, charges prepaid, addressed to such shareholder at his address appearing on the books of the corporation or given by him to the corporation for the purpose of notice.  If a shareholder gives no address, notice shall be deemed to have been given if sent by mail or other means of written communication addressed to the place where the registered office of the corporation is situated, or if published at least once in some newspaper of general circulation in the county in which said office is located or published on a general wire service that ordinary corporate communications are transmitted


- 3 -


to the public at large.  All such notices shall be sent to each shareholder entitled thereto not less than ten (10) days nor more than sixty (60) days before each annual meeting, and shall specify the place, the day and the hour of such meeting, and shall state such other matters, if any, as may be expressly required by statute.

 

SECTION 2.5 –  Purpose of Meetings – Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

 

SECTION 2.6 –  Adjourned Meetings and Notice Thereof - Any shareholders meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by vote of a majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at such meeting.

 

When any shareholders meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.  Except as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting, if the time and place thereof are announced at the meeting at which such adjournment is taken.

 

SECTION 2.7 –  Quorum – The presence in person or by proxy of persons entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business.  The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business, except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

 

SECTION 2.8 –  Voting – Unless the board of directors has fixed in advance a record date for purposes of determining entitlement to vote at the meeting, the record date shall be as of the close of business on the day preceding the date on which the meeting shall be held.  Every shareholder entitled to vote at any meeting, annual or special, shall not have the right to cumulate his votes.

 

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall be sufficient to elect directors or to decide any questions brought before such meeting, unless the question is one upon which by express provision of any statute or the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question.

 

SECTION 2.9 –  Proxy – At any meeting of the shareholders, either annual or special, any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing.  In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide.  No proxy or power of attorney to vote shall be used to vote at a meeting of the shareholders, either annual of special, unless it shall have been filed with the secretary of the meeting when required by the inspectors of election.  All questions regarding the qualification of voters, the validity of proxies and the acceptance or rejection of votes shall be decided by the inspectors of election who shall be appointed by the Board of Directors, of if not so appointed, then by the presiding officer of the meeting.

 

SECTION 2.10 –  Action Without Meeting – Any action which may be taken at a meeting of the shareholders, either annual or special, may be taken without a meeting if authorized by the written consent of shareholders representing at least a majority of the voting power of the corporation, unless the provisions of statutes or the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.


- 4 -


SECTION 2.11 –  Inspection of Corporate Records – The stock ledger or duplicate stock ledger, the books of account, and minutes of proceedings of the shareholders, the board of directors and of executive committees of directors shall be open to inspection upon the written demand of any shareholder or the holder of a voting trust certificate within five (5) days of such demand during ordinary business hours if for a purpose reasonably related to his interests as a shareholder, or as the holder of such voting trust certificate.  The list of shareholders entitled to vote shall be prepared at least ten (10) days before every meeting of shareholders by the officer in charge of the stock ledger, which shall be the Secretary, and shall be open to inspection by any shareholder, for any purpose germane to the meeting, during ordinary business hours for at least ten (10) days prior to such meeting.  Such inspection may be made in person or by an agent or attorney authorized in writing by a shareholder, and shall include the right to make abstracts.  Demand of inspection other than at a shareholders' meeting shall be made in writing upon the President, Secretary or Assistant Secretary of the corporation.

 

SECTION 2.12 –  Inspection of Bylaws – The corporation shall keep in its registered office for the transaction of business or other office designated by resolution of the Board of Directors, the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during ordinary business hours.

 

 

ARTICLE III

 

DIRECTORS

 

SECTION 3.1 –  Powers – The business and affairs of the corporation shall be managed by its Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.  

 

SECTION 3.2 –  Number of Directors – The initial authorized number of directors of the corporation which shall constitute the whole board shall be two (2).  The number of directors may from time to time be increased or decreased to not less than one (1) nor more than seven (7) by resolution of the Board of Directors.  Directors need not be shareholders.

 

SECTION 3.3 –  Election and Term of Office – Directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at a special meeting of shareholders held for that purpose as soon thereafter as conveniently as possible.  All directors shall hold office until their respective successors are elected.  A director may be removed from office at any time with or without cause by a majority vote of either the shareholders or Board of Directors.

 

SECTION 3.4 –  Vacancies – Vacancies in the Board of Directors, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or special meeting of shareholders.  The holders of a majority of the voting power of the corporation may at any time peremptorily terminate the term of office of all or any of the directors by vote at a meeting called for such purpose or by a written statement filed with the Secretary or, in his absence, with any other officer.  Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors resulting therefrom shall be filled only by the shareholders.

 

A vacancy or vacancies on the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at the meeting, or if any director or directors elected shall refuse to serve.


- 5 -


The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.  If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

 

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office.

 

ARTICLE VI

 

MEETINGS OF THE BOARD OF DIRECTORS

 

 

SECTION 4.1 –  Place of Meetings – Regular and special meetings of the Board of Directors shall be held at any place within or without the State of Wyoming which has been designated from time to time by resolution of the Board or by written consent of all members of the Board.  In the absence of such designation, all meetings shall be held at the registered office of the corporation.

 

SECTION 4.2 –  First Meeting – The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment of each annual meeting of shareholders.  No notice of such meeting shall be necessary to the directors in order legally to constitute the meeting, provided a quorum is present.  In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.

 

SECTION 4.3 –  Regular Meetings – Regular meetings of the Board of Directors may be held without call at such time and such place as shall from time to time be fixed and determined by the Board of Directors.  Notice of all such regular meetings of the Board of Directors is hereby waived.

 

SECTION 4.4 –  Special Meetings – Special meetings of the Board of Directors for any purposes may be called at any time by the Chairman or the President or, if either is absent or unable or refuses to act, by the  consensus of any two (2) other directors.  

 

Notice of such special meetings, unless waived by attendance thereat or by written consent to the holding of the meeting, shall be given by written notice mailed at least seven (7) days before the date of such meeting or be hand delivered or sent by telegram at least three (3) days before the date such meeting is to be held.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon addressed to the director at his residence or usual place of business.  If notice be given by telegraph, such notice shall be deemed to be delivered when the same is delivered to the telegraph company.

 

SECTION 4.5 –  Notice of Adjournment – Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting adjourned.

 

SECTION 4.6 –  Waiver of Notice – The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had the meeting been duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shall be filed with the corporate records and made a part of the minutes of the meeting.

 

SECTION 4.7 –  Quorum – A majority of the total number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded


- 6 -


as the act of the Board of Directors, unless a greater number is required by law or by the Articles of Incorporation.  The directors present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

 

SECTION 4.8 –  Meetings by Telephone – Members of the Board of Directors of the corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear one another, and such participation in a meeting shall constitute presence in person at the meeting.

 

SECTION 4.9 –  Adjournment – A quorum of the directors may adjourn any Board of Directors or committee meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any Board of Directors or committee meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board or Directors or committee.

 

SECTION 4.10 –  Action Without Meeting – Any action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if authorized by a writing signed by all of the directors who would be entitled to vote upon such action at said meeting, and filed with the Secretary of the corporation, or such other procedure followed as may be prescribed by statute or these Bylaws.

 

SECTION 4.11 –  Votes and Voting  All votes required of directors hereunder may be by voice vote or show of hands, unless a written ballot is requested, which request may be made by any one director.  Each director shall have one vote, unless the Articles of Incorporation provide that directors elected by the holders of a class or series of stock shall have more or less than one vote per director on any matter.  Every reference to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors.

 

SECTION 4.12 –  Inspection of Books and Records – Any director shall have the right to examine the corporation's stock ledger, a list of its shareholders entitled to vote, and its other books and records for a purpose reasonably related to such person's position as a director.  When there is any doubt concerning the inspection rights of a director, the parties may petition the District Court, which may, in its discretion, determine whether an inspection may be made and whether any limitations or conditions should be imposed upon the same.

 

 

ARTICLE V

 

COMMITTEES OF DIRECTORS

 

SECTION 5.1 –  Power to Designate – The Board of Directors may, by resolution adopted by a majority of the entire Board, designate one or more committees of the Board of Directors, each committee to consist of one or more of the directors of the corporation which, to the extent provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be determined from time to time by the Board of Directors.  The members of any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member.  At meetings of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.

 

SECTION 5.2 –  Regular Minutes – The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.


- 7 -


SECTION 5.3 –  Action Without Meeting – Any action which may be taken at a committee meeting, may be taken without a meeting if authorized by a writing signed by all of the directors who are a member of said committee and would be entitled to vote upon such action at said meeting, and filed with the Secretary of the corporation, or such other procedure followed as may be prescribed by statute or these Bylaws.

 

 

ARTICLE VI

 

COMPENSATION OF DIRECTORS

 

SECTION 6.1 –  Fees and Compensation – Directors may be paid their expenses of attending each Board of Directors or committee meeting and may be paid a fixed sum for attendance at each said meeting or a stated salary.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation therefore.  Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings.

 

ARTICLE VII

 

OFFICERS

 

SECTION 7.1 –  Appointment of Officers – The officers of the corporation shall be chosen by the Board of Directors and shall be a President, a Secretary and a Treasurer.  Any person may hold two or more offices.

 

SECTION 7.2 –  Time of Appointment – The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a Chairman of the Board who shall be a director, and shall choose a President, a Secretary and a Treasurer, none of whom need to be directors.

 

SECTION 7.3 –  Additional Officers – The Board of Directors may appoint a Vice-Chairman of the Board, Vice-Presidents and one or more Assistant Secretaries and Assistant Treasurers and such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

 

SECTION 7.4 –  Compensation of Officers – Officers and other employees of the corporation shall receive such salaries or other compensation as shall be determined by resolution of the Board of Directors, adopted in advance or after the rendering of the services, or by employment contracts entered into by the Board of Directors.  The power to establish salaries of officers, other than the President or Chairman of the Board, may be delegated to the President, Chairman of the Board or a committee.

 

SECTION 7.5 –  Vacancies – The officers of the corporation shall hold office at the pleasure of the Board of Directors.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise shall be filled by the Board of Directors.  Any officer may resign at any time upon written notice to the Board of Directors.

 

SECTION 7.6 –  Chairman of the Board – The Chairman of the Board shall, if present, preside at all meetings of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect.

 

SECTION 7.7 –  Vice-Chairman – The Vice-Chairman shall, in the absence or disability of the Chairman of the Board, perform the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from time to time prescribe.


- 8 -


SECTION 7.8 –  President – The President shall be, in the absence of a specially appointed officer, the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have active and general supervision, direction and control of the business and officers of the corporation.  He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board or Vice-Chairman(s), at all meetings of the Board of Directors, if he is a director.  He shall sign and execute on behalf of the corporation all instruments requiring such signing and execution except to the extent of the signing and execution thereof that is expressly designated by the Board of Directors to some other officer or agent of the corporation.  He shall be ex officio member of all standing committees, if he is a director, including the executive committee, if any, and shall have the general powers and duties of management usually vested in the office of President of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors, Articles of Incorporation, Wyoming statute or these Bylaws.

 

SECTION 7.9 –  Vice-President – In the absence or disability of the President, the Vice-President or Vice-Presidents, if there is such an officer or officers, in order of their rank as fixed by the Board of Directors, or if not ranked, the Vice-President designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice-President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or these Bylaws.

 

SECTION 7.10 –  Secretary – The Secretary shall act under the direction of the President and shall keep, or cause to be kept, a book of minutes at the registered office or such other place as set forth by resolution of the Board of Directors, of all meetings of directors and shareholders, with the time and place of meeting, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meetings and the proceedings thereof.

 

The Secretary shall keep, or cause to be kept, at the registered office, the office of the corporation's transfer agent or such other place as set forth by resolution of the Board of Directors, a stock ledger, or a duplicate stock ledger, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

 

The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and special meetings of the Board of Directors as required by these Bylaws, and he shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the President or the Board of Directors.

 

SECTION 7.11 –  Assistant Secretaries – The Assistant Secretaries shall act under the direction of the President.  In order of their seniority, unless otherwise determined by the President or Board of Directors, they shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary.  They shall perform such other duties and have such other powers as the President or the Board of Directors may prescribe from time to time.

 

SECTION 7.12 –  Treasurer – The Treasurer shall act under the direction of the President and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. Any surplus, including earned surplus, paid in surplus and surplus arising from a reduction of stated capital, shall be classified according to source and shown in a separate account.  The books of account shall at all reasonable times be open to inspection by any director.

 

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors.  He shall disburse the funds of the


- 9 -


corporation as may be ordered by the President or Board of Directors, shall render to the President and Board of Directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors.

 

SECTION 7.13 –  Assistant Treasurer – The Assistant Treasurers shall act under the direction of the President. In the order of their seniority, unless otherwise determined by the President or the Board of Directors, they shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer.  They shall perform such other duties and have such other powers as the President or the Board of Directors may prescribe from time to time.

 

SECTION 7.14 –  Surety – If required by the Board of Directors, the Treasurer or Assistant Treasurers shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of such office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of all kind in his possession or under his control belonging to the corporation.

 

 

ARTICLE VIII

 

CERTIFICATES OF STOCK

 

SECTION 8.1 –  Share Certificates – Every shareholder shall be entitled to have a certificate signed by the President or a Vice-President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him in the corporation.  If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such stock.

 

SECTION 8.2 –  Transfer Agent – If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles.  In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer.  The seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.

 

SECTION 8.3 –  Lost or Stolen Certificates – The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon making of an affidavit to that fact by the person claiming the certificate of stock to be lost or destroyed.  When authorizing such issuance of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.

 

SECTION 8.4 –  Share Transfers – Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation, if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.


- 10 -


SECTION 8.5 –  Voting Shareholder – The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than five (5) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversions or exchange of capital stock shall go into effect, or a date in connection with obtaining the consent of shareholders for any purpose, as a record date for the determination of the shareholders entitled to notice of and to vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to give such consent, and in such case, such shareholders, and only such shareholders as shall be shareholder of record on the date so fixed, shall be entitled to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixes as aforesaid.

 

SECTION 8.6 –  Shareholders Record – The corporation shall be entitled to recognize the person registered on its books as the owner of shares to be the exclusive owner for the purposes including voting and dividends, and the corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by Wyoming statutes.

 

 

ARTICLE IX

 

GENERAL PROVISIONS

 

SECTION 9.1 –  Dividends – Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation, Wyoming statutes and these Bylaws.

 

SECTION 9.2 –  Reserves – Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purposes as the directors shall think conductive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

 

SECTION 9.3 –  Checks and Drafts – All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by the President or such person or persons and in such manner as, from time to time, shall be determined by the Board of Directors.

 

SECTION 9.4 –  Fiscal Year – The Board of Directors shall have the power to fix and from time to time change the fiscal year of the corporation.  In the absence of action by the Board of Directors, however, the fiscal year of the corporation shall end each year on the date which the corporation treated as the close of its first fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.

 

SECTION 9.5 –  Representation of Securities of Other Corporations and Entities – The President, or any other officer, employee or agent designated by the President or Board of Directors, is authorized to vote, represent and exercise on behalf of this corporation all rights incident to any and all securities of any other corporation or entity standing in the name of this corporation.  The authority herein granted to vote or represent on behalf of this corporation any and all securities held by the corporation in any other corporation or entity may be exercised either in person or by proxy.


- 11 -


SECTION 9.6 –  Corporate Automobiles, Aircraft and Other Such Property – In the event corporate automobiles, aircraft or other such property are purchased and made available for use by corporate employees, then any employee utilizing such corporate automobile, aircraft or other such property shall reimburse the corporation for personal use of such corporate automobile, aircraft or other such property at a rate to be determined from time to time by the Board of Directors, unless the Board of Directors so decides otherwise.  If personal use is determined to exceed the amount reimbursed, then such additional personal use shall be treated as additional compensation and reported on the employee's IRS Form W-2.

 

 

 

ARTICLE X

 

INDEMNIFICATION

 

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative of is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the General Corporations Law of the State of Wyoming against reasonable expenses, including attorneys’ fees incurred in the defense of said proceedings, if both of the following conditions exist:

 

(A) The person involved in the proceeding is successful in whole or in part, or the proceeding against him is settled with the approval of the court; and 

 

(B) The court finds that his conduct fairly and equitably merits such indemnity. 

 

The amount of such indemnity which may be assessed against the corporation, its receiver, or its trustee, by the court in the same or in a separate proceeding shall be so much of the expenses, including attorneys' fees incurred in the defense of the proceeding, as the court determines and finds to be reasonable.  Application for such indemnity may be made either by the person involved in the proceeding or by the attorney or other person rendering services to him in connection with the defense, and the court may order the fees and expenses to be paid directly to the attorney or other person, although he is not a party to the proceeding.  Such right of indemnification shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any Bylaw, agreement, vote of shareholders, provision of law or otherwise, as well as their rights under this Article.

 

The Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.

 

The Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to provide at all times the fullest indemnification permitted by the General Corporations Law of the State of Wyoming.


- 12 -


ARTICLE XI

 

AMENDMENTS

 

SECTION 11.1 –  By Shareholder – The Bylaws may be amended by a majority vote of all the voting power of the corporation entitled to vote at any annual or special meeting of the shareholders, provided notice of intention to amend shall have been contained in the notice of the meeting.

 

SECTION 11.2 –  By Board of Directors – The Board of Directors by a majority vote of the entire Board of Directors at any meeting, either regular or special, may amend these Bylaws, including Bylaws adopted by the shareholders, but the shareholders may from time to time specify particular provisions of the Bylaws which shall not be amended by the Board of Directors.

 

APPROVED AND ADOPTED this 2nd day of March, 2017. 

 

 

 

/s/ Anthony Vang ________________________ 

Anthony Vang

Secretary


- 13 -


CERTIFICATE OF SECRETARY

 

 

I hereby certify that I am the Secretary of Securetech, Inc., and that the foregoing Bylaws, consisting of 13 pages, constitute the code of Bylaws of Securetech, Inc., as duly adopted at a meeting of the Board of Directors of the corporation held on March 2nd, 2017. 

 

IN WITNESS WHEREOF, I have hereunto subscribed my name this 2nd day of March, 2017. 

 

 

 

 

/s/ Anthony Vang ________________________ 

Anthony Vang

Secretary


- 14 -

STATE OF WYOMING

Office of the Secretary of State

 

 

I, ED MURRAY, Secretary of State of the State of Wyoming, do hereby certify that the filing requirements for the issuance of this certificate have been fulfilled.

 

 

CERTIFICATE OF NAME CHANGE

 

Current Name: SecureTech Innovations, Inc.

Old Name: SECURETECH, INC.

 

 

I have affixed hereto the Great Seal of the State of Wyoming and duly executed this official certificate at Cheyenne, Wyoming on this 22nd day of January, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Filed Date: 01/22/2018

By: ------ J - or - dyn - G = ra - y

----

  [EILERSLOGO.JPG]

1000 Fifth Street       

PO Box 5025                    

Suite 200 P2                                                                                                                                    Asheville, NC 288 1 3

Miami Beach, FL 33139

Phone: 786.273.9152     www.eilerslawgroup.com



February 15, 2018


Kao Lee

SecureTech Innovations, Inc.

2355 Highway 36 West

Suite 400

Roseville, Minnesota 55113


RE: SecureTech Innovations, Inc. Registration Statement on Form S-1


Mr. Lee:


I have been retained by SecureTech Innovations, Inc. a Colorado corporation (the "Company"), in connection with the Registration Statement (the "Registration Statement"), on Form S-1to be filed by the Company with the U.S. Securities and Exchange Commission relating to the offering of 14,003,000 shares of the common capital stock of the Company, par value $0.001 to be sold in part upon subscription to the underlying prospectus and by 48 shareholder listed in the Registration Statement.  You have requested that I render my opinion as to whether or not the securities issued and addressed in the Registration Statement, when sold in the manner referred to in the Registration Statement, will be legally issued, fully paid, and non-assessable. In connection with the request, I have examined the following:


1.

Certificate of Incorporation of SecureTech Innovations, Inc. filed with the state of Wyoming.

2.

Certificates of Amendment to the Articles of Incorporation of SecureTech Innovations, Inc.

3.

The Bylaws of SecureTech Innovations, Inc.;

4.

A current shareholder listed for SecureTech Innovations, Inc.;

5.

The Registration Statement;

6.

All consulting and/or subscription agreements and corresponding proofs of payment as they relate to the issuance of shares to the 48 selling shareholders identified in the Registration Statement; and

7.

Unanimous consent resolutions of the Company's Boards of Directors, as they relate to private placements, issuances, and the Registration Statement;


In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof, and I have made no independent verification of the factual matters as set forth in such documents or certificates. In addition, I have made such other examinations of law and fact as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.


Based on the above examination, I am of the opinion that the issuance 3,500,000 shares, upon the Registration Statement being deemed effective, shall be validly issued, fully paid and non-assessable under the corporate laws of the state of Colorado and the Bylaws of the Company when sold in a manner referred to in the Registration Statement. Additionally, I am of the opinion that 13,834,500 shares being


  [EILERSLOGO.JPG]

1000 Fifth Street       

PO Box 5025                    

Suite 200 P2                                                                                                                                    Asheville, NC 288 1 3

Miami Beach, FL 33139

Phone: 786.273.9152     www.eilerslawgroup.com


offered by the 14 identified shareholders are validly issued, fully paid and non-assessable under the corporate laws of the state of Colorado and the Bylaws of the Company.  Further, I am of the opinion that SecureTech Innovations, Inc. has currently 190,003,000 shares validly issued, fully paid and non-assessable.


This opinion is based on Wyoming general corporate law, including statutory provisions, applicable provisions of the state Wyoming constitution and reported judicial decisions interpreting those laws.  I express no opinion, and none should be inferred, as to any other laws, including, without limitation, laws of any other state.


The opinions set forth herein are subject to the following qualifications: (a) I have made no independent verification of the factual matters as set forth in the documents or certificates reviewed, and (b) the opinions set forth herein are limited to the matters expressly set forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters expressly so stated.


We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption Legal Matters in the prospectus forming a part of the Registration Statement.


Sincerely,


/ s/ William Robinson Eilers ______

William Robinson Eilers, Esq.



PATENT LICENSE AGREEMENT

 

This Patent License Agreement (" Agreement ") is made by and between Securetech, Inc., a Wyoming corporation (" Licensee "), Lee Kao and Thao Kao, Minnesota residents (collectively, “ Inventor ”), and Shongkawh, LLC, a Minnesota limited liability company (“ Assignee ”); (collectively, “ Parties ”).

 

 

WITNESSETH:

 

WHEREAS, Inventor through sole ownership of Assignee (collectively, “ Licensor ”) is the owner of all rights, title, and interest in United States Patent No. 8,436,721 (" Licensed Patent ");

 

WHEREAS, Licensee is in the business of developing, manufacturing and selling personal and property security protection devices and wishes to exclusively license the Licensed Patent to manufacture, market, and sell products and other inventions worldwide covered by the Licensed Patent;

 

WHEREAS, Licensor desires to license Licensed Patent to the Licensee on an exclusive and worldwide basis;

 

WHEREAS, Licensor has the right to grant an exclusive worldwide license to Licensee under the Licensed Patent and is willing to do so on the terms and conditions recited in this Agreement; and

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual terms and covenants hereinafter expressed, the Parties do mutually agree as follows:

 

1. Definitions .  

 

1.1 Licensed Patent . Licensed Patent as used in this Agreement shall mean claims derived from United States Patent No. 8,436,721, and any patent issued in the future from any reissue, reexamination, divisional, continuation, and/or continuation-in-part of the Licensed Patents, including any foreign counterpart thereof.  

 

1.2 Territory . "Territory" as used in this Agreement shall mean the entire world without exemption.  

 

1.3 Effective Date .  "Effective Date" shall mean March 2, 2017.  

 

1.4 Term . "Term" as used in this Agreement shall mean the period beginning on the Effective Date and ending with the expiration of the Licensed Patent or the termination of this Agreement, whichever occurs first. This Agreement shall, if not terminated sooner, terminate at the end of the Term.  

 

1.5 Licensed Product .  "Licensed Product" as used in this Agreement shall mean personal and property security protection devices and inventions made, marketed, used, imported, sold, or offered for sale by Licensee, including, but not limited to, the Top Kontrol product and/or any yet-to-be developed products using the Licensed Patent.  

 

2. Exclusive License .  

 

2.1 License Grant .  Subject to the terms and conditions of this Agreement and the performance by Licensee of its obligations under this Agreement and in reliance on Licensee's  


- 1 -


representations and warranties set forth in this Agreement, Licensor hereby grants to Licensee an exclusive, nontransferable license under the Licensed Patent for the Term in the Territory to make, market, use, import, offer to sell, and sell Licensed Product, with no right to sublicense to any unaffiliated third-party.

 

2.2 Basis .  The foregoing license is granted solely under the Licensed Patent. No license under any other patents or intellectual property of Licensor is granted, either expressly or by implication.  

 

2.3 Marketing . During the Term of this Agreement, Licensee shall affix to Licensed Products a statement in substantially the form: "U.S. Patent Nos. 8,436,721." The Licensee shall provide Licensor with the samples of its Licensed Products evidencing proper marking as required hereunder. From time to time, and within a reasonable time after written notice from Licensor, Licensor shall have the right to inspect Licensee's Licensed Products to determine if Licensee is marking in accordance with this paragraph.  

 

3. Payments .  

 

3.1 Running Royalty .  

 

3.1.1 Royalty Payment . For the rights granted in this Agreement, and subject to Paragraphs 3.2 and 3.3 herein below, Licensee shall pay Licensor a royalty of two percent (2%) of Licensee's selling price for each Licensed Product manufactured, used, or sold by Licensee in the Territory or imported by Licensee into the Territory.  

 

3.1.2 Termination of Royalty on Invalidity or Unenforceability .  The royalty payments shall terminate if the Licensed Patent is held invalid or unenforceable. The Licensed Patent shall be deemed invalid or unenforceable under this Agreement if a court or tribunal of competent jurisdiction makes such a determination, and the determination becomes final in that it is not further reviewable through appeal or exhaustion of all permissible petitions or applications for rehearing or review.  

 

3.2 Accrual .  A running royalty as to a unit of Licensed Product shall accrue on the day the unit is shipped or invoiced to a Licensee customer, whichever occurs first.  

 

3.3 Payment .  All royalty payments to Licensor shall be made quarterly by Licensee, with the first quarter being defined as January 1 through March 31, the second quarter as April 1 through June 30, the third quarter as July 1 through September 30, and the fourth quarter as October 1 through December 31. Payment of royalties shall be made to Licensor not later than the thirtieth (30th) day (" Due Date ") after the end of the period to which the payment relates. Licensee is not obligated to make any minimum royalty payments hereunder.  

 

3.4 Accounting Standards .  Licensee shall provide Licensor with a statement of royalties due Licensor under this Agreement quarterly (as that term is defined in Paragraph 3.3) on or before the Due Date, setting forth the amount due to Licensor for the period and, in reasonable detail, the factual basis for calculating the amount.  

 

3.5 Interest .  Subject to the limits imposed by any applicable usury law, interest shall accrue on payments made more than ten (10) days after they are due at the rate of eighteen percent (18%) per annum, compounded daily, from the due date until paid.  


- 2 -


3.6 Books and Records and Audit .  Licensee shall keep full, complete, and accurate books of account and records covering all transactions relating to this Agreement. Licensee shall preserve such books and records for a minimum period of three (3) years after the Due Date to which the material relates.  Acceptance by Licensor of an accounting statement or payment hereunder will not preclude Licensor from challenging or questioning the accuracy thereof. During the Term and for a period of one (1) year thereafter, Licensor may, upon reasonable notice in writing to Licensee, cause an independent audit to be made of the books and records of Licensee in order to verify the statements rendered under this Agreement, and prompt adjustment shall be made by the proper party to compensate for any errors disclosed by the audit. The audit shall be conducted only by an independent accountant during regular business hours and in a reasonable manner so as not to interfere with normal business activities. Audits shall be made hereunder no more frequently than annually. Before any audit may be conducted, the auditor must represent that the auditor's fee will in no manner be determined by the results of the audit and must agree to maintain the confidentiality of all confidential material to which the auditor is given access. Licensor will bear all expenses and fees of the audit, but if the audit reveals an underpayment for any quarter of more than five percent (5%), Licensee shall pay all such expenses and fees. Licensee shall provide samples of any new products, and/or a complete written description thereof, sufficient to enable Licensor to determine whether such product is covered by any of the claims of any of the Licensed Patents.  

 

4. Indemnification .  

 

4.1 Licensee Indemnification .  Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend, and hold Licensor, its directors, officers, employees, agents, and affiliates harmless against all claims, proceedings, demands, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or out of any damage to property, or resulting from the production, manufacture, sale, use, lease, or advertisement of Licensed Products or arising from any obligation of Licensee under this Agreement.  

 

4.2 Licensor Indemnification .  Licensor shall at all times during the term of this Agreement and thereafter indemnify, defend, and hold Licensee, its directors, officers, employees, agents, and affiliates harmless against all claims, proceedings, demands, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of any breach of any representation, warranty, or covenant expressly made by Licensor in this Agreement.  

 

5. Termination .  

 

5.1 Termination by Licensor .  In addition to all other remedies Licensor may have, Licensor may terminate this Agreement and the licenses granted in this Agreement in the event that:  

 

(a) Licensee defaults on its payments to Licensor and such default continues without remedy for a period of sixty (60) days after the Due Date of this Agreement;  

 

(b) Licensee fails to perform any material obligation, warranty, duty, or responsibility or is in default with respect to any term or condition undertaken by Licensee hereunder, and such failure or default continues without remedy for a period of sixty (60) days after written notice thereof to Licensee by Licensor;  

 

(c) Licensee is liquidated or dissolved;  

 

(d) Any assignment is made of Licensee's business for the benefit of creditors;  


- 3 -


(e) Licensee liquidates a substantial portion of its business or engages in a distress sale of substantially all of its assets;  

 

(f) Licensee is unable to pay its debts as they mature; or  

 

(g) Any petition in bankruptcy is filed by or against Licensee that remains undischarged for sixty (60) days.  

 

5.2 Termination by Licensee .  If the Licensed Patent is determined to be invalid or unenforceable by any court or tribunal of competent jurisdiction, and the determination becomes final in that it is not further reviewable through appeal or exhaustion of all permissible petitions or applications for rehearing or review, Licensee may terminate this Agreement at will and shall have no further obligations hereunder.  

 

5.3 Effect of Termination .  After the termination of this Agreement, Licensee shall have no rights under the Licensed Patent.  

 

5.4 No Discharge on Termination .  No termination of this Agreement for any reason shall relieve or discharge either Licensor or Licensee from any duty, obligation, or liability that was accrued as of the date of the termination (including, without limitation, the obligation to indemnification or to pay any amounts owing as of the date of termination).  

 

6. Representations and Warranties of Licensor .  

 

6.1 Right to Grant License .  Licensor represents and warrants that Licensor has the right and authority to grant the licenses granted to Licensee in this Agreement and that this Agreement and the licenses granted in this Agreement do not and will not conflict with the terms of any agreement to which Licensor is a party.  

 

6.2 Disclaimers .  Except as otherwise expressly set forth in this Agreement, Licensor, its directors, officers, employees, agents and affiliates make no representations and extend no warranties of any kind, either express or implied. In particular, and without limitation, nothing in this Agreement shall be construed as:  

 

(a) a warranty or representation by Licensor as to the validity or scope of the Licensed Patent;  

 

(b) a warranty or representation by Licensor that anything made, used, sold, or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;  

 

(c) an obligation on the part of Licensor to bring or prosecute actions against third parties for infringement of the Licensed Patent or other proprietary rights;  

 

(d) an obligation on the part of Licensor to furnish any manufacturing or technical information;  

 

(e) the granting by implication, estoppel, or otherwise of any licenses or rights under patents other than the Licensed Patent; or  

 

(f) the assumption by Licensor of any responsibilities whatever with respect to use, sale, or other disposition by Licensee or its vendees or transferees of Licensed Products.  


- 4 -


6.3 Limitations of Liability .  In no event shall Licensor, its directors, officers, employees, agents or affiliates be liable for incidental or consequential damages of any kind, including economic damage or injury to property and lost profits, regardless of whether Licensor shall be advised, shall have other reason to know, or in fact shall know of the possibility.  

 

7. Representations and Warranties of Licensee .    

 

Licensee represents and warrants that Licensee has the right and authority to enter into this Agreement and that this Agreement and the exercise of the licenses granted hereunder do not and will not conflict with the terms of any agreement to which Licensee is a party. Except as otherwise expressly set forth in this Agreement, Licensee, its directors, officers, employees, agents and affiliates make no representations and extend no warranties of any kind, either express or implied. In particular, and without limitation, nothing in this Agreement shall be construed as an obligation on the part of Licensee to furnish any manufacturing or technical information.

 

8. Relationship of the Parties .    

 

Nothing in this Agreement will be construed to constitute the Parties as partners or joint venturers or constitute either Party as agent of the other, nor will any similar relationship be deemed to exist between them. Neither Party shall hold itself out contrary to the terms of this paragraph and neither Party shall become liable by reason of any representation, act, or omission of the other contrary to the provisions of this paragraph. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party, whether referred to in this Agreement or not.

 

9. Assignment .  

 

9.1 No Assignment .  This Agreement, the rights granted to Licensee, and the duties and obligations of Licensee are all personal to Licensee and Licensee agrees not to sell, assign, transfer, mortgage, pledge, or hypothecate any such rights in whole or in part, or delegate any of its duties or obligations under this Agreement; nor shall any of Licensee's rights or duties be assigned, transferred, or delegated by Licensee to any third party by operation of law. Any purported transfer, assignment, or delegation in violation of the foregoing sentence shall be void and without effect, and this Agreement shall thereupon become terminable without further notice by Licensor.  

 

9.2 Binding on Successors .  This Agreement will inure to the benefit of and be binding upon Licensor, its successors, and assigns.  

 

10. Dispute Resolution .  

 

10.1 Arbitration of Royalty Disputes .  This Agreement will inure to the benefit of and be binding upon Licensor, its successors, and assigns.  

 

(a) Any dispute between Licensor and Licensee concerning the amount of royalties payable to Licensor under this Agreement shall be submitted for binding arbitration in accordance with the provisions of this Section 10 and the then-applicable rules of the American Arbitration Association (" Association "). Judgment upon the arbitration award may be entered in any court of competent jurisdiction.  

 

(b) The power of the arbitrators shall be limited to resolving the specific issues stated by determining the royalties Licensee owes or should receive credit for, if any, under this  


- 5 -


Agreement. The power of the arbitrators shall not extend to any other matters. All other disputes shall be subject to litigation in a court of competent jurisdiction.

 

(c) The arbitration panel or tribunal shall consist solely of neutral arbitrators.  

 

(d) The Parties agree that arbitration proceedings under this Agreement shall not be stayed on the ground of pending litigation to which either or both of them is a Party.  

 

10.2 Remedies .  Except as expressly provided herein, all specific remedies provided for in this Agreement are cumulative and are not exclusive of one another or of any other remedies available in law or equity.  

 

11. Limitations of Rights and Authority .  

 

11.1 Limitation of Rights .  No right or title whatsoever in the Licensed Patents is granted by Licensor to Licensee, or shall be taken or assumed by Licensee, except as is specifically set forth in this Agreement.  

 

11.2 Limitation of Authority . Neither Party shall, in any respect whatsoever, be taken to be the agent or representative of the other Party, and neither Party shall have any authority to assume any obligation for the other Party, or to commit the other Party in any way, expressly or implied.  

 

12. Miscellaneous .  

 

12.1 Computation of Time . The time in which any act provided in this Agreement is to be done shall be computed by excluding the first day and including the last day, unless the last day is a Saturday, Sunday, or legal holiday, and then it shall also be excluded.  

 

12.2 Notices .  All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, (iv) via electronic mail, or (v) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice.  Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received) or delivery via electronic mail, or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur.  The addresses for such communications shall be:  

 

 

Licensor:

 

Lee Kao

8745 Greenway Ave. S

Cottage Grove, MN  55016

 

Licensee:

 

Securetech, Inc.

2355 Highway 36 West, Suite 400

Roseville, MN 55113


- 6 -


12.3 Survival .  The provisions of this Agreement relating to payment obligations, confidentiality, indemnification, remedies, and arbitration shall survive the expiration or termination of this Agreement.  

 

12.4 Severability .  If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, unenforceable, or void then both Parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable, or void. If the remainder of this Agreement is capable of substantial performance, then each provision not so affected shall be enforced to the extent permitted by law.  

 

12.5 Waiver and Modification .  No modification of any of the terms of this Agreement will be valid unless in writing and signed by both Parties. No waiver by either Party of a breach of this Agreement will be deemed a waiver by such Party of any subsequent breach.  

 

12.6 Headings .  The headings in this Agreement are for reference only and shall not in any way control the meaning or interpretation of this Agreement.  

 

12.7 No Interpretation Against Drafter .  This Agreement has been negotiated at arm’s length between persons sophisticated and knowledgeable in these types of matters.  In addition, each Party has been represented by experienced and knowledgeable legal counsel or had the opportunity to consult such counsel.  Accordingly, any normal rule of construction or legal decision that would require a court to resolve any ambiguities against the drafting Party is hereby waived and shall not apply in interpreting this Agreement.  

 

12.8 Governing Law .  This Agreement shall be interpreted, construed and enforced in accordance with the internal laws of the State of Wyoming, without reference to its conflicts of law principles.  

 

12.9 Entire Agreement .  This Agreement together with all documents incorporated by reference herein, constitutes the entire and sole agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the engagement hereof. No modification, recision, cancellation, amendment or termination of this Agreement shall be effective unless it is in writing and is signed by all Parties to this Agreement.  

 

12.10 No Other Agreement .  The Parties each represent that in entering into this Agreement, they rely on no promise, inducement, or other agreement not expressly contained in this Agreement; that they have read this Agreement and discussed it thoroughly with their respective legal counsel; that they understand all of the provisions of this Agreement and intend to be bound by them; and that they enter into this Agreement voluntarily.  

 

12.11 Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties agree that electronic and/or facsimile signatures of this Agreement shall be deemed a valid and binding execution of this Agreement.  

 

12.12 Injunctive Relief .  Solely by virtue of their respective execution of this Agreement and in consideration for the mutual covenants of each other, the Parties hereby agree, consent and acknowledge that, in the event of a breach of any material term of this Agreement, the non-breaching party will be without adequate remedy-at-law and shall therefore, be entitled to  


- 7 -


immediately redress any material breach of this Agreement by temporary or permanent injunctive or mandatory relief obtained in an action or proceeding instituted in a competent court of jurisdiction without the necessity of proving damages and without prejudice to any other remedies which the non-breaching party may have at law or in equity. For the purposes of this Agreement, each party hereby agrees and consents that upon a material breach of this Agreement as aforesaid, in addition to any other legal and/or equitable remedies, the non-breaching Party may present a conformed copy of this Agreement to the aforesaid courts and shall thereby be able to obtain an injunction enforcing this Agreement or barring, enjoining or otherwise prohibiting the other party from circumventing the express written intent of the parties of this Agreement.

 

12.13 Attorney’s Fees .  In the event arbitration, litigation, action, suit or other proceeding is instituted to remedy, prevent or obtain relief from a breach of this Agreement, in relation to a breach of this Agreement or pertaining to a declaration of rights under this Agreement, the prevailing party will recover all such Party’s reasonable attorneys’ fees and costs incurred in each and every such action, suit or other proceeding, including any and all appeals or petitions therefrom. As used in this Agreement, reasonable attorneys’ fees will be deemed to be the full and actual cost of any legal services actually performed in connection with the matters involved, including those related to any appeal or the enforcement of any judgment calculated on the basis of the usual fee charged by attorneys performing such services.  

 

 

IN WITNESS WHEREOF, the parties, by their duly authorized representative, have caused this Agreement to be executed on the 2nd day of March, 2017.

 

INVENTOR/LICENSOR:

 

 

 

/s/ Lee Kao

Lee Kao

 

INVENTOR/LICENSOR:

 

 

 

/s/ Thao Kao

Thao Kao

 

 

 

ASSIGNEE/LICENSOR:

 

 

 

/s/ Lee Kao

Lee Kao

President and Chief Executive Officer

Shongkawh, LLC

 

LICENSEE:

 

 

 

/s/ Lee Kao

Lee Kao

President and Chief Executive Officer

Securetech, Inc.

 


- 8 -

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the inclusion in this Registration Statement on Form S-1 of our report dated February 16, 2018, of SecureTech Innovations, Inc. relating to the audit of the financial statements for the period ending December 31, 2017 and the reference to our firm under the caption “Experts” in the Registration Statement.

 

 

/s/ M&K CPAS, PLLC               

www.mkacpas.com

Houston, Texas

 

February 16, 2018