The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes, and other information that are included elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements based on current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements due to a variety of factors, including without limitations those set forth under the cautionary note regarding "Forward-Looking Statements" contained elsewhere in this Annual Report. Additionally, you should read the "Risk Factors" section of this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

SecureTech is an emerging growth company that develops and markets security and safety devices and technologies - our products preserve life, protect property, and prevent crime. SecureTech is the maker of Top Kontrol®, the only anti-theft and anti-carjacking system known that can safely stop a carjacking without any action by the driver. Through its Piranha Blockchain subsidiary, SecureTech is developing advanced cybersecurity technologies for blockchain and cryptocurrency systems and platforms involving cryptocurrency mining, digital asset storage and protection, and trading exchanges.

Limited Operating History; Need for Additional Capital

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

As of December 31, 2022, we had incurred ($936,658) in losses since our inception on March 2, 2017. We have not achieved profitability and expect to continue incurring net losses into future fiscal periods. We anticipate incurring significant operating expenses and, as a result, will need to generate substantial revenues to achieve profitability, which may never occur. Even if we do achieve profitability, we may be unable to sustain or increase profitability on an ongoing basis, which could cause us to go out of business.

To become profitable and competitive, we must successfully sell our current product, Top Kontrol, and continue innovating and developing new products, technologies, and services that the marketplace will accept. We anticipate relying on equity sales of our common stock to continue to fund our business operations until we can generate sufficient revenues to cover our operating expenses, which may never happen. Issuances of additional shares will result in dilution to our then existing stockholders. There is no assurance that we will be able to make any additional sales of our equity securities or arrange for debt or other financings to fund our planned business activities. We may also rely on loans from our management or other

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significant shareholders. However, there are no assurances that management or any of our significant shareholders will provide us with any additional funds in the future.

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





Results of Operations


Comparison of the Fiscal Years Ended December 31, 2022 and 2021

The following table sets forth the results of our operations for the fiscal years ended December 31, 2022 and 2021.





                        Fiscal Years Ended December 31,

                            2022               2021
Sales                $          46,803 $           31,713
Cost of goods sold            (12,674)            (8,915)
Gross profit                    34,129             22,798
Operating expenses           (516,930)          (131,511)
Loss from operations         (482,261)          (108,713)
Other income                     1,335                  -
Net loss             $       (480,926) $        (108,713)




Sales


Sales for the fiscal year ended December 31, 2022, were $46,803, compared to $31,713 for the same period of 2021, representing an increase of $15,090, or a 47.6% increase compared to the previous fiscal period. These sales were attributable to Top Kontrol and made by Kao Lee, our President and CEO. SecureTech anticipates bringing on new sales personnel during the fiscal year ending December 31, 2023 to accelerate Top Kontrol sales growth and allow Mr. Lee to focus more on research and development of new products and technologies.





Cost of Goods Sold


Our cost of goods sold consists primarily of purchasing components and circuitry from various vendors, and then utilizing third-party contract manufacturing facilities to produce our products with final assembly conducted at our Minnesota headquarters. Cost of goods sold for the fiscal year ended December 31, 2022, was $12,674, compared to $8,915 for the same period of 2021. As a percentage of overall sales, the cost of goods sold was 27.1% during the fiscal year ended December 31, 2022, compared to 28.1% for the same fiscal period a year ago.





Gross Profit



Gross profit for the fiscal year ended December 31, 2022, was $34,129, compared to $22,798 for the same period of 2021. Our gross profit margin was 72.9% during the fiscal year ended December 31, 2022, compared to 72.9 % for the same fiscal period a year ago.





Operating Expenses



                                 Fiscal Years Ended December 31,

                                    2022                2021

Operating expenses:


  General and administrative $         504,316  $          124,267
  Research and development              12,074               7,245
  Operating expenses         $         516,390  $          131,511

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Our operating expenses for the fiscal year consisted of two components: general and administrative expenses and research and development expenses. Total operating expenses were $516,390 during the fiscal year ended December 31, 2022, compared to $131,511 for the same period of 2021, representing an increase in operating expenses of $384,879, or 292.7%, from the fiscal year ended December 31, 2021. The increase in operating expenses was primarily attributable to (i) the hiring and subsequent termination of a Vice President of Sales and incurring substantial non-cash stock option expenses related to his hiring and firing, (ii) boosting research and development efforts on our second-generation Top Kontrol product line, and (iii) increases in legal, accounting, and regulatory compliance expenses. As SecureTech grows and expands, we anticipate these expenses will continue rising.





Loss From Operations


As a result of the foregoing, our loss from operations was ($482,261) during the fiscal year ended December 31, 2022, compared with ($108,713) for the same period of 2021. This $373,547, or 343.6%, increase in our loss from operations was primarily attributable to (i) the hiring and subsequent termination of a Vice President of Sales and incurring substantial non-cash stock option expenses related to his hiring and firing, (ii) boosting research and development efforts on our second-generation Top Kontrol product line, and (iii) increases in legal, accounting, and regulatory compliance expenses. As SecureTech grows and expands, we anticipate these expenses will continue rising.





Other Income


Our other income is comprised of bank interest received on cash deposits and cashback rewards generated from a bank credit card. During the fiscal year that ended December 31, 2022, we received $1,335 in other income, compared to $-0- for the same period of 2021.





Net Loss


The result was that our net loss was ($480,926) during the fiscal year ended December 31, 2022, compared with ($108,713) for the same period of 2021. This $372,212, or 342.8%, increase in our net loss was primarily attributable to (i) the hiring and subsequent termination of a Vice President of Sales and incurring substantial non-cash stock option expenses related to his hiring and firing, (ii) boosting research and development efforts on our second-generation Top Kontrol product line, and (iii) increases in legal, accounting, and regulatory compliance expenses. As SecureTech grows and expands, we anticipate these expenses will continue rising.

Total Stockholders' Equity.

Our stockholders' equity was $175,420 as of December 31, 2022.

Liquidity and Capital Resources

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

As of December 31, 2022, we had a cashback revolving credit line of $25,000. As of December 31, 2022, we had an outstanding balance of $13,194 on this credit line. Under the terms of this line of credit, SecureTech is to receive 1.5% back on all purchases made through this credit line. Management strives to put as many ordinary operating expenses as possible through this credit line to reduce operating expenses passively. SecureTech pays this credit line in full at the end of each billing cycle and does not carry any balances thereby avoiding unnecessary interest expenses.

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

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We had net working capital of $170,950 as of December 31, 2022, a decrease of ($79,554), or (31.8%), from net working capital of $250,504 as of December 31, 2021. The ratio of current assets to current liabilities was 7.7-to-1 on December 31, 2022.

The following is a summary of cash provided by or used in each of the indicated types of activities during the fiscal years ended December 31, 2022 and 2021:





                               Fiscal Years Ended December 31,
                                   2022               2021
Cash provided by (used in):
   Operating activities            ($301,891)         ($109,159)
   Investing activities              ($5,818)               $-0-
   Financing activities              $232,001            $65,894

Net cash used in operating activities during the fiscal year ended December 31, 2022 was ($301,891), an increase of $192,732, or 176.6%, from cash used in operating activities of ($109,159) during the same period of 2021. The increase in our cash used by operating activities was primarily attributable to (i) the hiring and subsequent termination of a Vice President of Sales and incurring significant non-cash stock option expenses related to his hiring, (ii) boosting research and development efforts on our second-generation Top Kontrol product line, and (iii) increases in legal, accounting, and regulatory compliance expenses. As SecureTech grows and expands, we anticipate these expenses will continue rising.

Net cash used in investing activities was ($5,818) during the fiscal year ended December 31, 2022, compared to $-0- used during the same period in 2021. Cash used in investing activities was for purchasing new office equipment during the fiscal year ended December 31, 2022.

Net cash provided by financing activities was $232,001, an increase of $166,107, or 252.1%, from cash generated from financing activities of $65,894 during the same period of 2021. During the fiscal year ended December 31, 2022, we issued an aggregate of 202,785 shares of our common stock in exchange for an aggregate of $232,001 in cash, or about $1.14 a share, compared to the same period in 2021, where we sold an aggregate of 894,000 shares for an aggregate of $222,250 in cash, or about $0.25 a share.

Ongoing and Future Capital Funding Efforts

As of April 13, 2023, SecureTech was preparing a Regulation A+ registered securities offering. Funds generated from this planned securities offering will be used for general working capital and to construct Piranha Blockchain's first hydroelectric-powered green data center.

Impact of the COVID-19 (Coronavirus) Pandemic

The ongoing COVID-19 pandemic has significantly impacted economic activity and markets worldwide. In response, governmental authorities have periodically imposed, and others in the future may reimpose, stay-at-home orders, shelter-in-place orders, quarantines, executive orders, and similar government orders and restrictions to control the spread of COVID-19. Such orders or restrictions have resulted in temporary business closures, limitation of business hours, limitations on the number of people in business locations, enhanced requirements on sanitation, social distancing practices, and travel restrictions, among others. Historically, we were restricted in our ability to sell and distribute our products while these restrictive mandates were in place. Should similar future government orders and restrictions go into effect again, it will adversely impact our financial condition and operating results.

The long-term impact of the ongoing COVID-19 pandemic on our financial condition or results of operations remains uncertain, in particular, due to external factors related to the pandemic and as COVID-19 cases (including the spread of variants or mutant strains) continue to surge in certain parts of the world. In particular, COVID-19 could have a significant disruption to our supply chain for the products we sell, which could have a material impact on our sales and future earnings. Accordingly, COVID-19 may negatively impact our business in the future, and any future adverse impacts on our business may be worse than we anticipate. The ultimate impact will depend on the severity and duration of the current ongoing COVID-19 pandemic and future resurgences and actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing, and difficult to predict. Our growth rates during the ongoing COVID-19 pandemic may not be sustainable and may not be indicative of future growth.

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Going Concern Consideration

Our independent registered public accounting firm has issued a going concern opinion in their audit report dated April 13, 2023, which can be found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 13, 2023. This means that our auditors believe there is substantial doubt that we can continue as an ongoing business for the next 12 months.

Off-Balance Sheet Operations

As of December 31, 2022, we had no off-balance sheet activities or operations.





Critical Accounting Policies



Use of Estimates


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





Cash and Cash Equivalents


For purposes of the statement of cash flows, SecureTech considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. As of December 31, 2022 and 2021, SecureTech had no cash equivalents.

Fair Value of Financial Instruments

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





 Level                                  Description

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



Inventory and Cost of Sales

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

Net Loss per Share Calculation

Basic net loss per common share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is calculated similarly to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been

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outstanding if the potential common shares had been issued and if the additional common shares were dilutive. SecureTech excludes all potentially dilutive securities from its diluted net loss per share computation since their effect would be anti-dilutive because SecureTech recorded a loss for the fiscal years ended December 31, 2022 and 2021.





Revenue Recognition


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

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

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

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

Revenue is recognized when performance obligations under the terms of a contract with our customers are satisfied. Revenue is recorded net of marketing allowances, volume discounts, and other forms of variable consideration.

Generally, this occurs with the transfer of control of our product to the customer and payment has been received. SecureTech does not offer terms or credit to any of its customers.

Revenue Recognition; ASC 606 Five-Step Model

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

Revenue Recognition; General Right of Return

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

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





Income Taxes


SecureTech accounts for income taxes pursuant to FASB ASC 740, Income Taxes.

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

SecureTech maintains a valuation allowance with respect to deferred tax assets.

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

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

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Recent Accounting Pronouncements

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

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