Registration No. 333-274531

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

Post-Effective Amendment No. 1 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Certiplex Corporation

(Name of small business issuer in its charter)

663 Rancho Santa Fe Rd Suite 628

San Marcos, CA 92078

Telephone: 800-456-6211

www.Certiplex.com

wbcertiplex@gmail.com

(Address and telephone number of registrant's principal executive offices and principal place of business)

Corporate filings, LLC

1001 S Main Ste 49

Kalispell, MT 59901
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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

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

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.

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

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.

 EXPLANATORY NOTE

On September 15, 2023, Certiplex Corporation (the “Company,” “we,” or “us”) filed a registration statement on Form S-1 (File No. . 333-274531), including a preliminary prospectus forming a part thereof (the “Original Registration Statement”), with the Securities and Exchange Commission (“SEC”) to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and resale of up to 28,200,000 shares of the Company’s common stock, par value $0.001, by certain selling stockholders identified therein. The Original Registration Statement was declared effective by the SEC on July 18, 2024. The Company paid the applicable registration fee with respect to the 28,200.000 shares of common stock included in the Original Registration Statement in full at the time of its filing.

The Company is filing this Post-Effective Amendment No. 1 to the original registration statement (“Post-Effective Amendment No. 1”) for the purpose of providing information from its annual report on Form 10-K for its fiscal year ended December 31, 2024, as filed with the SEC on March 31, 2025, and its quarterly report for the quarter ended March 31, 2025 on Form 10-Q, as filed with the SEC on May 15, 2025, as well as to reflect the shares that are currently held by the selling stockholders for the purpose of continuing the registration of such shares under the Securities Act for offer and resale by the selling stockholders from and after the effective date hereof.

The information in this prospectus is not complete and may be changed. These securities may not be sold 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.

PROSPECTUS (Subject to Completion)

PROSPECTUS

28,200,000 shares of common stock

This prospectus relates to the offer and sale of up to 28,200,000 shares of common stock, par value $0.001 of Certiplex Corporation., a Wyoming corporation, by the selling stockholders identified herein (referred to collectively herein as the “selling stockholders,” or individually as a “selling stockholder”).

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by the selling stockholders.

The selling stockholders may sell the shares of common stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution” for more information about how the selling stockholders may sell the shares of common stock being registered pursuant to this prospectus. Each selling stockholder may be considered “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

We have paid the expenses incurred in registering the shares, including legal and accounting fees.

We anticipate our common stock to be quoted on the OTC Markets.

The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 5 before purchasing our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is June 13, 2025

TABLE OF CONTENTS

Unless otherwise specified, the information in this prospectus is set forth as of June 2, 2025, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

PROSPECTUS SUMMARY

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense.

You should read the following summary together with the more detailed information about our company and the common stock being registered in this offering and our financial statements and the notes to those statements included elsewhere in this prospectus. The selling stockholders are selling shares of common stock covered by this prospectus for their own account references in this prospectus to "we," "our," "us", "CC" and the "Company" refer to CERTIPLEX CORPORATION.

Organizational History

The Company was incorporated in the State of Montana on August 7, 2018, and has been capitalized by the Assets contributed by shareholders through a Private Offering as well as the revenues from our business operations.

The Company is a full-service multimedia company with a multi-operational approach, offering business opportunities through ready-to-sell business modules, website and mobile app technology integration, SEO (Search Engine Optimization), and online video and photography content development and distribution. In addition, we own licensing rights to the Pro Sun Lighting system for residential and commercial use.

Our CEO, Varton Berian owns approximately 62% of our outstanding common shares and will continue to do so after the filing of this Registration Statement. As a consequence of his stock ownership position, Mr. Berian will retain the ability to elect a majority of our board of directors, and thereby control our management. Varton Berian also has the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, any private transactions, and other extraordinary transactions.

Introduction

The Company has an operating history of approximately seven years. The Company's primary, current business is as a full-service multi-media Company with a multi operational approach focusing on;

1) Business Ready Opportunities through ready to sell Business modules (E-commerce websites designed for sale).

2) Website and mobile app technology integration design and development.

3) SEO and Social Media development.

3) Online video and photography content development and distribution.

4) Sales of Licensing rights of our Pro Sun Lighting systems.

THE OFFERING

This prospectus covers 28,200,000 shares of stock, all of which are offered for sale by the selling stockholders.

As of the date of this prospectus there were 73,200,000 shares of our common stock outstanding, of which 28,200,000 shares were held by non-affiliates. If all of the 28,200,000 shares offered by the selling stockholders under this prospectus were issued and outstanding as of the date hereof, such shares would represent approximately 39% of the total number of shares of our common stock outstanding and 39% of the total number of outstanding shares held by non-affiliates.

SECURITIES OFFERED

Description of Selling Stockholders 

Through this prospectus, we are registering for resale 28,200,000 shares of common stock. The Company is authorized to issue 75,000,000 shares of common stock, par value .001 per share. At the three months ended March 31, 2025 and the years ended December 31, 2024 and 2023, there were 73,200,000 shares of common stock issued and outstanding.

The names and share amounts of the selling stockholders are set forth under “Selling Stockholders and Plan of Distribution” in this prospectus.  None of the selling stockholders are officers, directors or 10% or greater stockholders of our company nor are any affiliated or associated with any broker-dealers.

SUMMARY OF BUSINESS OPERATIONS

COMPANY OVERVIEW

Certiplex Corporation (the “Company”) was incorporated in the State of Montana on August 7, 2018. The Company has been capitalized through shareholder asset contributions via private offerings, as well as revenues generated from operations. We operate as a full-service multimedia company with a diversified business model that spans digital technology, media production, marketing, and intellectual property licensing.

CORE OPERATIONAL SEGMENTS

Business Modules and Turnkey Solutions

We offer “Business Ready Opportunities” through fully developed and customizable turnkey business modules. These are pre-built online businesses that include domain names, websites, branding assets, and integrated operational frameworks. These modules are created, operated for proof-of-concept, and sold via third-party platforms such as Flippa.com. Notable modules previously sold include CandythatCares.org, WildSalsa.com, and AirlineTraveler.com. Once transferred, all operational responsibility rests with the purchaser.

Website and Mobile App Technology

Our technology division provides custom website and mobile app development services. We specialize in responsive design, third-party plugin integration, and cross-platform functionality. Our solutions optimize user experience, performance, and digital brand presence for businesses across sectors.

Digital Content Development and Integration

We offer end-to-end video and photography services, including production, editing, and integration into websites and mobile platforms. We provide clients with high-quality, branded multimedia assets that enhance customer engagement. This segment also includes the resale and acquisition of third-party content to support client marketing efforts.

Search Engine Optimization (SEO)

SEO services aim to improve clients’ search engine rankings and organic web traffic. Our strategies focus on content relevance, site structure, mobile compatibility, and performance. SEO is implemented as a standalone service or integrated into broader digital marketing packages.

Social Media Marketing and Strategy

We develop and manage tailored social media campaigns across platforms such as Facebook, Instagram, Twitter/X, YouTube, TikTok, and LinkedIn. Services include content creation, audience targeting, performance analytics, and campaign optimization. Our social strategy supports broader digital goals, including lead generation and brand visibility.

Use of Artificial Intelligence

AI is integrated into various facets of our operations, including data analytics, customer interaction (via chatbots), marketing automation, and operational forecasting. AI tools enhance productivity, reduce costs, and improve client services.

PRO SUN LIGHTING LICENSING

The Company holds the global (non-exclusive) and Canadian (exclusive) licensing rights to the Pro Sun LED Lighting System used in horticultural and cannabis cultivation. Acquired in 2021 through an equity exchange valued at $97,000, the licensing agreement includes a $20/unit royalty structure. Our current focus is the marketing of the lighting system to distributors via digital channels.

REVENUE AND MARKETING STRATEGY

Historically, revenues have been driven by website development, multimedia content creation, and the sale of digital business modules. The Company is expanding marketing activities to grow its client base through SEO, social media advertising, and strategic digital content. The anticipated marketing budget ranges from $10,000 to $50,000 annually.

TARGET MARKET AND OPPORTUNITY

We focus on the underserved U.S. small business market—an estimated 33.2 million entities, 99.9% of all U.S. businesses—many of which lack internal resources for effective digital engagement. With over 70% of small businesses increasing investment in digital marketing, our tailored, scalable solutions are positioned to meet this rising demand.

COMPETITIVE LANDSCAPE

We operate in a highly fragmented and rapidly evolving market that includes traditional media, website platforms (e.g., Wix, WordPress), and content providers (e.g., iStock, Pond5). We believe our integrated service offerings, customization, pricing, and client support differentiate us from both large-scale providers and niche service vendors.

This summary reflects the Company’s current operational scope, strategic positioning, and revenue model as of the date of this filing.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THAT YOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINED IN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT.

We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

We were incorporated in Montana on August 7, 2018. We have limited financial resources and only limited revenues to date. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new business enterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assure you that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally support our anticipated activities.

 All of our capital and assets have been provided by or acquired from our principal shareholders, revenues and through a Private Placement of the shares being registered. We estimate that we will have sufficient capital to operate for the next twelve (12) and sufficient capital to develop and market our commercial services. We cannot assure you, however, that we will be able to sustain the business for the long term nor that we may not need to obtain additional capital in the future. We can also not assure you that we will be able to obtain any required financing on a timely basis, or if obtainable, that the terms will not materially dilute the equity of our current stockholders. If we are unable to obtain financing on a timely basis, we may have to curtail our business objectives significantly or entirely, which could result in our having to discontinue some of our operations and plans.

We depend highly on our current president who has limited experience in running a public company.

We depend highly on Varton Berian, our CEO and Director, who may be difficult to replace. Varton Berian at this point, only devotes approximately 80% of his time (approximately 32 hours) per week to our business, has only several years of industry experience. Our plan of operations is dependent upon the continuing support and business expertise of Mr. Berian.

Loss of our CEO could adversely affect our business.

Loss of Mr. Berian could slow the growth of our business, or it may cease to operate at all, which may result in the total loss of investor's investments. Mr. Berian receives a salary of $50,400 per year. He has also received forty-five million (45,000,000) shares of stock at a price of $.001 per share valued at $45,000 at the time of issuance. It is unknown, at this time, if or when the Company may be able to further compensate Mr. Berian for his management services.

Our management has limited experience in running a public company.

Mr. Berian, has limited experience in running a public company. He is vaguely familiar with the reporting requirements of the Securities and Exchange Commission. Mr. Berian will rely on the expertise of outside counsel to insure proper filing and the meeting of deadlines.

Our auditors have issued a going concern opinion.

Our auditors have issued a going concern opinion on our audited financial statements as follows, “The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, the Company has had minimal operations. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

There are increased costs and regulations associated with operating a public company and we will have limited internal accounting controls.

There are a number of expenses and costs associated with operating a public Company including filing expenses, transfer agent, stock issuance and maintenance costs, accounting, legal and auditing expenses that will materially increase the Company's operating expenses and make it more difficult for the Company's businesses to produce operating profits. Projected cost for the next 12 months associated with the operation aspects of being a public company are projected to be approximately $32,000. Our CEO has limited experience managing a public company. With only one officer and director there will be no internal oversight to the Company's financial reporting, initially, except from the Company's outside auditors

Upon completion of the offering stockholders will own a minority percentage of the Company's stock.

Varton Berian owns approximately 62% of our outstanding common shares and will continue to do so after the filing of this Registration Statement. As a consequence of his stock ownership position, Mr. Berian will retain the ability to elect a majority of our board of directors, and thereby control our management. Varton Berian also has the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporate control, any private transactions, and other extraordinary transactions. The concentration of ownership by Mr. Berian could discourage investments in our Company or prevent a potential takeover of our company which will have a negative impact on the value of our securities.

Because of competitive pressures from competitors with more resources, the Company may fail to implement its business model profitably.

The Internet content industry is highly fragmented and extremely competitive. The market for customers is intensely competitive and such competition is expected to continue to increase (see "Competition"). We believe that our ability to compete depends upon many factors within and beyond our control, including the timing and market acceptance of new solutions and enhancements to existing businesses developed by us, our competitors, and their advisors.

Adverse economic conditions could negatively impact our business, prospects, results of operations, financial condition, or cash flows.

Our business and operations are sensitive to economic conditions. These conditions include interest rates, energy costs, inflation, recession, and the general condition of the United States and world economies, including as a result of the effect of the COVID-19 pandemic. Increased inflation and a material decline in the economic conditions affecting consumers, which cause a reduction in disposable income for the average consumer, may change consumption patterns, and may result in a reduction in spending on our product offerings or a switch to cheaper products. As such, demand for our products may be particularly sensitive to economic conditions such as inflation, recession, high energy costs, unemployment, changes in interest rates and money supply, changes in the political environment, the ultimate effect on the economy of the COVID-19 pandemic and other factors beyond our control, any combination of which could result in a material adverse effect on our business, results of operations, and financial condition.

We may be unable to compete with larger or more established Internet companies.

We face a large and growing number of competitors in the Internet industry. Many of these competitors have substantially greater financial, technical and marketing resources, larger customer bases, longer operating histories, greater name recognition, and more established relationships in the industry than does the Company. As a result, certain of these competitors may be in better positions to compete with us for product and audiences. We cannot be sure that we will be able to compete successfully with existing or new competitors.

We have acquired the licensing rights to the Pro Sun Lighting System. We may not be able to implement our plan to sell the systems.

There is no assurance that even if we are able to develop a market and sell the Pro sun Lighting System it will be met with success or be profitable. We face competition from many developers of lighting systems most of which have far greater resources and expertise than we do.

In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of any shareholder's investment.

Due to our limited operating history, we will have to use all of our existing resources to complete and market our products and develop our distribution channels.

Following this offering we may need to raise additional funds to expand our operations. We will receive no proceeds from this offering. We may raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations, although at this time there is no plan in effect to do so. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders will lose part or all of their investment.

Our products or processes could give rise to claims that our products infringe on the rights of others.

We are potentially subject to claims and litigation from third parties claiming that our products or processes infringe on their patent or other proprietary rights. Currently such claims and litigation could potentially apply to our products under development. If any such actions are successful, in addition to any potential liability for damages, we could be required to obtain a license in order to continue to produce, use or sell the affected product or process. Litigation, which could result in substantial costs to us, may also be necessary to enforce our proprietary rights and/or to determine the scope and validity of the proprietary rights of others. Any intellectual property litigation would be costly and could divert the efforts and attention of our management and technical personnel, which could have a material adverse effect on our business, financial condition, and results of operations. We cannot assure you that infringement claims will not be asserted in the future or that such assertions, if proven to be true, will not prevent us from selling our products or materially and adversely affect our business, financial condition, and results of operations.

We may be unable to scale our operations successfully.

Our growth will place significant demands on our management and technology development, as well as our financial, administrative, and other resources. We cannot guarantee that any of the systems, procedures and controls we put in place will be adequate to support the commercialization of our operations. Our operating results will depend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improve our financial, administrative, and other resources. If we are unable to respond to and manage changing business conditions, or the scale of our products, services, and operations, then the quality of our services, our ability to retain key personnel and our business could be harmed.

The lack of experience in all of the businesses we are entering could impact our return on investment, if any.

As a result of our reliance on our officers and their lack of experience in developing comparable media content, our investors are at risk in losing their entire investment. The company intends to hire personnel in the future who will have the experience required to manage our company, when the company is sufficiently capitalized. Until such management is in place, we are reliant upon our officers to make the appropriate management decisions.

As there is no public market for our common shares, they are an illiquid investment and investors may not be able to sell their shares.

No market currently exists for our securities, and we cannot assure you that such a market will ever develop, or if developed, will be sustained.

There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

 If our shares of common stock are actively traded on a public market, they will in all likelihood be penny stocks.

The securities enforcement and penny stock reform act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock. Sec regulations generally define a penny stock to be an equity security that has a market or exercise price of less than $5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on Nasdaq and any equity security issued by an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three years. Unless an exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations and broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transaction and must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must 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. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for securities that become subject to the penny stock rules. Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, any market for our shares of common stock may not be liquid.

Because our securities may be subject to penny stock rules, you may have difficulty reselling your shares.

Since our stock may be subject to penny stock rules, you may have difficulty reselling your shares. Penny stocks are covered by section 15(g) of the securities exchange act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer may be required to make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

This registration statement contains forward looking statements which are speculative in nature.

This registration statement contains forward-looking statements. These statements relate to future events or our future financial performance. Forward looking statements are speculative and uncertain and not based on historical facts. Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including those discussed under "business description" and "corporate background" although the company believes that the expectations reflected in the forward-looking statements are reasonable, future results, levels of activity, performance, or achievements cannot be guaranteed. The reader is advised to consult any further disclosures made on related subjects in our future sec filings.

We have not paid, and do not intend to pay, cash dividends in the foreseeable future.

We have not paid any cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenants contained in other securities that we may issue. Any future determination to pay cash dividends will be at the discretion of our board of directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as our board of directors deems relevant.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements. We have included important risks and uncertainties in the cautionary statements included in this prospectus, particularly the section titled “Risk Factors” incorporated by reference herein. We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements. Any forward-looking statement made by us in this prospectus is based only on information currently available to us and speaks only as of the date on which it is made.

USE OF PROCEEDS

The selling stockholders are selling shares of common stock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We have agreed to bear the expenses relating to the registration of the shares for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by the price shares were sold to our shareholders in our private placement pursuant to an exemption under Rule 144 of the Securities Act of 1933.

The offering price of the shares of our common stock has been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results, financial condition, or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history, and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a quotation on the OTC Markets after the SEC declares this prospectus effective. In order to be quoted on the OTC Markets, a market maker must file a 15c-211 application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.

SELLING SECURITY HOLDERS

The shares being offered for resale by the selling stockholders consist of the 28,200,000 shares of our common stock held by 85 shareholders of our common stock as of June 2, 2025.

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of June 2, 2025, and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

*Listen LLC – Jeff Phillips., Manager (who has voting rights and dispositive power with regards to the shares held by Listen LLC)

*Kaizen Kami Corp, President, Rosalia Aielo (who has voting rights and dispositive power with regards to the shares held by Kaizen Kami Corp.)

*Tech Central, Inc. – Joseph Lewis, President, (who has voting rights and dispositive power with regards to the shares held by Tech Central, Inc.)

*777 Capital – Roy Wilson Jr., President, (who has voting rights and dispositive power with regards to the shares held by 777 Capital)

*Tala Media Corp., President, Jesse Acuna (who has voting rights and dispositive power with regards to the shares held by Tala Media Corp.)

*BearCreek Resources Corporation, Gabriel Grabowski, President, (who has voting rights and dispositive power with regards to the shares held by BearCreek Resources Corporation)

*Rising Phoenix International – Anthony Wilson, President, (who has voting rights and dispositive power with regards to the shares held by Rising Phoenix International

*Flurochem Inc. Kurt Baum, President, (who has voting rights and dispositive power with regards to the shares held by Flurochem Inc.)

*International Partners Holdings Edward L. Gheiler, (who has voting rights and dispositive power with regards to the shares held by International Partners Holdings)

*MMT Corp. Joe Lewis, President, (who has voting rights and dispositive power with regards to the shares held by MMT Corp.)

*Medina Financial Services Inc., Hector Medina, President (who has voting rights and dispositive power with regards to the shares held by Medina Financial Services Inc)

*New Sky Holdings, LLC – Brad Walker, Manager, (who has voting rights and dispositive power with regards to the shares held by New Sky Holdings, LLC)

To our knowledge, none of the selling shareholders or their beneficial owners:

PLAN OF DISTRIBUTION

The selling security holders may sell some or all of their shares at a fixed price of $.50 per share until our shares are quoted on the OTC Markets and thereafter at prevailing market prices or privately negotiated prices. Prior to being quoted on the OTC Markets, shareholders may sell their shares in private transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTC Markets when this Registration Statement is declared effective by the SEC. In order to be quoted on the OTC Markets, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA nor can there be any assurance that such an application for quotation will be approved. However, sales by a selling security holder must be made at the fixed price of $.50 until a market develops for the stock.

The Selling Stockholder and intermediaries through whom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act  of 1933, as amended (the "Securities Act"), in which event profits, discounts or commissions received by such persons may be deemed to be underwriting commissions under the Securities Act.

All expenses of the registration of securities covered by this Prospectus are to be borne by the Company, except that the Selling Stockholder will pay any applicable underwriters' commissions, fees, discounts or concessions or any other compensation due any underwriter, broker or dealer and expenses or transfer taxes.

Once a market has been developed for our common stock, the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be affected in one or more of the following methods:

In addition, the selling stockholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales are permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions, or commissions from the selling stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer, or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $40,101.

DESCRIPTION OF SECURITIES TO BE REGISTERED

General

Our authorized capital stock consists of 75,000,000 Shares of common stock, $0.001 par value per Share. There are no provisions in our charter or by-laws that would delay, defer or prevent a change in our control.

Common Stock

We are authorized to issue 75,000,000 shares of common stock, $0.001 par value per share. Currently we have 73,200,000 common shares issued and outstanding.  We do not have any holding period requirements for our common stock.

The holders of our common stock have equal ratable rights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our common stock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stockholders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

We refer you to our Articles of Incorporation and Bylaws for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stock have been addressed in this section.

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Dividends

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Warrants

There are no outstanding warrants to purchase our securities.

Options

There are no options to purchase our securities outstanding.

 No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for quotation of our common stock on the OTC Markets upon the effectiveness of the registration statement of which this prospectus forms a part.

There are several requirements for listing our shares on the OTC Markets, including:

No Broker Is Being Utilized In This Offering

This offering does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used.

No Escrow of Proceeds

There will be no escrow of any of the proceeds of this offering since the Company has already received all proceeds from its Private Placement. Accordingly, we already have use of all funds we have raised. These funds shall be non-refundable to subscribers except as may be required by applicable law.

Penny Stock Reform Act of 1990

The Securities Enforcement and Penny Stock Reform Act of 1990 require additional disclosure for trades in any stock defined as a penny stock. The Securities and Exchange Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to exceptions. Under this rule, broker/dealers who recommend these securities to persons other than established customers and accredited investors must make a special written suitability determination for the purchaser and receive the purchaser's written agreement to a transaction before sale. Our shares will probably be subject to the Penny Stock Reform Act, thus potentially decreasing the ability to easily transfer our shares.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The financial statements included in this prospectus and the registration statement have been audited by Astra Audit & Advisory, LLC, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Mont E Tanner, Esq., has rendered an opinion as to the validity of shares being registered and the corporate documents of the Company.

DESCRIPTION OF BUSINESS

Overview

The Company was incorporated in the State of Montana on August 7, 2018, and has been capitalized by the Assets contributed by shareholders through a Private Offering as well as the revenues from operations.

We are a full-service multi-media Company with a multi operational approach focusing on;

1) Business Ready Opportunities through our ready to sell Business modules.

2) Website and mobile app technology integration design and development.

3) SEO (Search Engine Optimization) and Social Media Integration.

4) Online video and photography content development and distribution

In addition, the company owns the licensing rights to the Pro Sun Lighting system for both residential and commercial use which we market to distributors.

WEBSITE AND MOBILE APP TECHNOLOGY INTEGRATION DESIGN AND DEVELOPMENT.

Websites are a unique mix of textual content, photos, sometimes video and often times apps, (which are designed as plug-ins to websites or for mobile devices); all aiding in the conveyance of a website’s message whether business related or personal. We offer products and solutions to help our customers stand out in the ever-changing internet environment.

Video and photography are an integral part of all online experiences, in our opinion, possibly one of the best marketing tools for businesses online. Clients need us to aid in placing or installing video and photography content on their existing websites or mobile device applications. We combine the integration of website and application development with video production and photography to provide a better visual experience for the end user of online web and mobile devices.

With Smartphone’s becoming one of the main sources of internet traffic; in addition to our video and photo content we are currently assisting clients in implementation of website and app technologies that will update their existing websites to a more responsive mobile platform enabling client’s websites to be optimized for Smartphone’s and app devices. We assist clients installing third party apps that improve their website or mobile device experience.

 Each of our content services, whether video, photos, apps, or a combination, can function independently, as its own business unit, or also function as support material for adjacent services. For example, a client may hire us to create content as well as to implement the content on their website.

 Our Content services include:

Recently Facebook stated [http://media.fb.com/2015/01/07/what-the-shift-to-video-means-for-creators/ ] “We’re increasingly seeing a shift towards visual content on Facebook, especially with video. In just one year, the number of video posts per person has increased 75% globally and 94% in the US. And with people creating, posting, and interacting with more videos on Facebook, the composition of News Feed is changing. Globally, the amount of video from people and brands in News Feed has increased 3.6x year-over-year.”

Video And Photography Content Development

We believe information can be communicated much more effectively and powerfully with photography and video than with plain text. Producing high quality video requires a skill set that is different than those required to produce text. Quality video and images are thus becoming more in demand by businesses.

Through the combination of original content and experience we offer what we consider to be sophisticated content services at competitive rates.

We also assist in script writing for content videos at an additional fee.

For unique situations we use 4k footage shot with a drone. Video and/or photos shot from a drone add a perspective that in the past could only be attained through the use of a helicopter, which was very expensive.

Acquisition of Footage

The company believes it can profit from the buying and selling of existing footage. We often acquire stock footage from outside sources for use in client’s websites and social media campaigns.  

SEO

SEO stands for “search engine optimization.” In simple terms, it means the process of improving your site to increase its visibility when people search for products or services related to your business in Google, Bing, and other search engines. The better visibility your pages have in search results, the more likely you are to garner attention and attract prospective and existing customers to your business.

Search engines such as Google and Bing use bots to crawl pages on the web, going from site to site, collecting information about those pages and putting them in an index. Think of the index like a giant library where a librarian can pull up a book (or a web page) to help you find exactly what you’re looking for at the time.

Next, algorithms analyze pages in the index, taking into account hundreds of ranking factors or signals, to determine the order pages should appear in the search results for a given query. In our library analogy, the librarian has read every single book in the library and can tell you exactly which one will have the answers to your questions.

Our SEO success factors can be considered proxies for aspects of the user experience. It’s how search bots estimate exactly how a website or web page can give the searcher what they’re searching for. 

Unlike paid search ads, you can’t pay search engines to get higher organic search rankings, which means SEO experts have to put in the work. That’s where we come in.

The search algorithms are designed to surface relevant, authoritative pages and provide users with an efficient search experience. Optimizing your site and content with these factors in mind can help your pages rank higher in the search results.

SEO is a fundamental part of digital marketing because people conduct trillions of searches every year, often with commercial intent to find information about products and services. Search is often the primary source of digital traffic for brands and complements other marketing channels. Greater visibility and ranking higher in search results than your competition can have a material impact on your bottom line.

However, the search results have been evolving over the past few years to give users more direct answers and information that is more likely to keep users on the results page instead of driving them to other websites.

In sum, SEO is the foundation of a holistic marketing ecosystem. When you understand what your website users want, you can then implement that knowledge across your campaigns (paid and organic), across your website, across your social media properties, and more.

SOCIAL MEDIA

Social media has evolved from a space for personal interaction into a vibrant marketing channel for businesses of all sizes. Today, social media is a must-have for any small business – regardless of what industry you’re in. Whether a company has a strong social presence or is looking to step up its game, the benefits of social media marketing is a key component of business in today’s world.

1. Build brand awareness.

2. Provide stand-out customer service.

3. Acquire leads in a low-cost way.

4. Learn more about your customers.

5. Increase website traffic and search ranking.

Social Media Campaigns:

There are a number of platforms businesses use for social media campaigns. Below are a few social media platforms:

• Facebook\Meta
• Instagram
• Twitter\X
• YouTube
• Vimeo
• Vero
• TikTok

MARKETING

To date the company’s revenues have come from the creation of websites and content and content implementation for websites. The company plans to continue marketing to potential and existing clients via its website. To date the company has not entered into any agreements for funding our marketing endeavors.

According to the Small Business Administration there are 33.2 million small businesses in the U.S., composing 99.9 percent of all American businesses. Our focus is to help small businesses succeed online. Small business owners, including sole proprietors, have limited support staff and must devote most of their time to running the daily operations of their businesses. They often have limited knowledge of how to build a web presence and limited time to acquire the skills to do so. At the same time, there is growing acceptance among these small business owners that an effective Internet presence is critical to their marketing efforts and there is evidence that these businesses are shifting their marketing budgets from traditional media to online channels.

Our marketing activities are principally focused on acquiring new clients and promoting products and services to our existing customers. To date much of our marketing has been towards existing customers, word of mouth referrals and online searches.

While we plan on expanding the marketing of our services in as cost-efficient manner as possible through web implemented advertising, some of our advertising campaigns will have associated costs. We anticipate a yearly cost of marketing to range on the low end of $10,000 to a high end of $50,000 per year.

We plan on expanding our marketing through the following means;

1) By engaging in SEO implementation:

SEO or Search engine optimization enables our products to be readily visible through web searches on sites such as google, yahoo, chrome or Safari to name a few.

2) Through Social media:

By using social media sites such as Twitter\X, Facebook, YouTube, Vimeo, Instagram, Snapchat, TikTok and others to advertise our services.

COMPETITION

We provide solutions that enable individuals, businesses and organizations to establish an online presence, connect with customers and manage their ventures. The market for providing these solutions is highly fragmented with some vendors providing part of the solution, and others providing a total solution. These solutions are rapidly evolving, creating opportunity for new competitors to enter the market with newly developed product solutions or by addressing specific segments of the market.

Competition within media providers include:

Competition within web content and app development include sites such as:

We expect ever increasing competition from competitors in the content and presence markets, as well as potential increased competition from companies like Amazon, Google and Microsoft, all of which are providers of internet services which also sell visual content.

We believe the principal competitive factors to include: product capabilities that meet customer requirements, a secure, reliable and integrated technology platform, cost-effective customer acquisition, brand awareness and reputation, customer service and support and overall customer satisfaction. We believe that we compete favorably with respect to each of these factors. For additional information, see “Risk Factors.”

INDUSTRY OVERVIEW

Technology and the internet are transforming commerce. Consumers now expect to be able to transact anywhere, anytime on any device and the experience needs to be simple, seamless and secure. Consumers quickly become accustomed to the standards set by the largest and most innovative merchants and expect a comparable experience with all merchants, even those that have only been in business for one day. Without the latest technology, it is difficult for merchants to meet the rising demands of consumers. The multi-media industry offering web site designs, SEO, Social Media and web content is constantly expanding.

About 1.79 billion different people bought something online last year.

The number of people shopping online is steadily increasing year by year. In 2021, over 1.79 billion people made at least one purchase over the internet. (Source: Statista.com)

 88% of all online shoppers perform online research before buying a product. 

Just because people are hasty doesn’t mean they don’t do their due diligence. About 88% of consumers research online before purchasing a product to ensure they’re getting a good deal on an item. (Source: Pymnts.com)

 Amazon has a $1.32 trillion market cap as of 2023.

Amazon is the giga-corporation that dwarfs all other mega-corporations, with an estimated market cap of 1.32 trillion dollars to date in 2023. In comparison, Apple’s market cap at the end of the 2015 fiscal year was a mere 318 billion dollars (Source: Pymnts.com)

70% of small-to-mid-sized businesses (SMBs) are investing more in their digital presence.

If you want to know how a local economy is doing and the future trends of businesses, you should always look at the small guys. Small businesses are usually the quickest to adapt to new things. Looking at them now shows that about 70% of SMBs are investing more in their digital presence, actively showing that the future of business is on the digital landscape. (Source: Pymnts.com)

36% of all small or personal businesses are making their sales on the internet.

Small businesses pop up and go away in record time, but those who stay have a chance at becoming the next big thing. It’s important to note that most people these days aren’t opening up shops, they’re starting their online stores. About 36% of all personal businesses are making sales over the internet. (Source: Dataforgood.fb.com)

Global eCommerce retail sales are expected to reach $5 trillion by 2022. 

eCommerce is pretty big, and it’s only getting bigger as time goes by. The global eCommerce market was valued at 14.30 trillion USD in 2021. (Source: Statista.com) Ecommerce is expected to grow by 8.9% in 2023. (https://www.insiderintelligence.com/content/global-retail-ecommerce-forecast-2023)

Hybrids of eCommerce and social media are on the rise.

As the internet grows, the line between existing platforms, media, and technologies becomes more blurred. Social media platforms such as Facebook are slowly adding eCommerce elements to their websites, allowing customers to purchase things without ever leaving the social media platform. 

(Source: Revenueriver.com)

According to Statista, current market data states that 25 percent of global internet users consume online video every day, with 24 percent of U.S. internet users doing so. Google Sites, which include YouTube, are ranked at the top of U.S. online video properties, currently attracting approximately 368 million users per day (https://thesocialshepherd.com/blog/youtube-statistics). Other popular U.S. video sites are Yahoo! Sites, VEVO and NDN, which stand out due to user engagement or number of streams. With the increasing usage of mobile device such as smartphone and tables, the current worldwide mobile video traffic is also estimated to amount to 1.46 million TB (terabytes) per month. The number of mobile phone video viewers in the United States is projected to reach 307 million in 2023. [http://www.statista.com/topics/1137/online-video/]

BUSINESS MODULES

A primary reason the company was initially created was to enable any individual or business to begin the process of establishing their online exposure. We assist individuals and businesses in building custom websites, creation of custom logos, digital content, social media, digital marketing and search engine optimization (SEO).

While creating custom websites for existing businesses, we realized that there is a need and a market for pre-made website businesses or as we call them "business modules". These are businesses that have a domain name, a custom website, custom logo and products or services already built in. It is a situation where a buyer can purchase a business website that has already been prepared, so that they can simply connect the dots on their own to create and maintain an income source from that business website.

The selling of pre-made websites typically involves creating ready-to-use websites that cater to a specific industry or purpose. These websites are designed and developed in advance, featuring customizable elements such as layout, color schemes, and content. We then use third party advertising to market these pre-developed websites to individuals or businesses looking for a quick and cost-effective solution to establish their online presence. Customers can purchase our pre-made websites and customize them to suit their specific needs. This business model benefits both the Company, as we leverage our design and development expertise; and buyers, who gain a functional website without the time and resources required for building one from scratch.

Following is a list of some of the pre-built website modules that we have sold in the past:

Assets of the modules typically include the following:

For instance, CandythatCares.org was conceptualized as an online business and subsequently established as a fully operational e-commerce business module available for sale. In the case of Candythatcares.org we created a second website as part of the package, vendn.com. Both websites leading to the same content providing the buyer more exposure. We actively managed the business, facilitating direct sales through the website, and successfully transformed the module into a profitable entity ready for sale.

Cost of Business Module

The Company sets the price for its business modules arbitrarily. For instance, using CandythatCares.org as an illustration, the module was listed for sale on Flippa.com, a platform with no affiliation to the Company. An unrelated individual expressed interest and agreed to purchase the module for $28,000. The Company's net profit from the sale was $25,200, with Flippa charging a 15% commission. Following the sale, the purchaser assumed sole responsibility for operating CandythatCares.org, including placement of vending units and selection of charities. The purchaser operates the website independently and is neither an employee nor an independent contractor of Certiplex.

Operations

Candythatcares.org was owned and operated by the Company, which established its business model as a fully functional e-commerce website. According to Whois.com (a website that identifies the owners of a domain), Certiplex Corporation was listed as the Organization owning the domain name, with Wayne Berian identified as the CEO of the Company before its sale.

The company sold Candythatcares.org vending units for 499.00 which included:

Widlsalsa.com is another example of an e-commerce site which was sold. The business module WildSalsa.com was created by the Company. We had a salsa product manufactured as Sabo Rojo. We sold product through website sales as proof of concept. We sold the business module (the digital assets only-no inventory) through flippa.com using escrow.com for the sale. The purchaser has the ability to white label (Put their own proprietary name on the product) if they choose. Once sold we had no responsibility to deliver any product.

The Company's Responsibilities Subsequent to the Sale of a Business Module

We use escrow.com for the sale of a business module. Upon receipt of funds for the sale of a business module the digital assets of the Company inclusive of website and domain are transferred to the purchaser and subsequently become the responsibility of the purchaser. We are no longer obligated or expected to furnish any subsequent support or products.

Before selling, we set up and manage all the business modules. These modules are conceptualized by the Company, a website is designed, domain(s) are acquired, and the business module is activated for operations. On average, we operate businesses encompassing the business modules for ten months prior to selling them.

In the case of Candythatcares.org, once sold, it became the purchaser’s responsibility to contact charities it wished to work with. Once sold, we had no responsibility to oversee whether proceeds were or were not donated to any charity.

We used Candythatcares.org WildSalsa.com as examples, however we have sold other business modules which were. websites where we have obtained the domain and built the website as an operational e-commerce site:

Once again when a business module or website is purchased, the Company is selling only digital assets. Said purchaser operates the website purchased solely on their own—at their own discretion, and are not employees, or independent contractors of Certiplex, nor are they related parties to Certiplex.

Marketing

We market our business modules via our websites. We also use SEO, and social media to reach customers.

PRO SUN LIGHTS

We acquired the non-exclusive worldwide licensing rights, with the exception of Canada (where as part of the agreement we have exclusive licensing rights), for the Pro Sun LED Lighting System from Optimized Fuel Technologies ("Licensor") on October 15, 2021  for the sum of ninety-seven thousand dollars ($97,000) which was paid via a dividend of 9,700,000 common shares of the Company to the shareholders of Optimized Fuel Technologies who were shareholders as of the date the agreement was signed. The licensing rights require a $20 per unit royalty payment to be paid to Optimized Fuel Technologies.

Per the terms of the agreement the Company was granted a Non-Exclusive, royalty-bearing license to reproduce, distribute, publicly display, publicly perform, the Pro-Sun Lighting system (“PSLS”) worldwide with the exception of Canada which it was granted exclusive licensing rights. In addition the agreement commenced on the Effective Date and will continue in full force in perpetuity with the following provision (which is noted in Item 22 of the agreement—See Exhibit 10.2): Either party may terminate the agreement immediately upon delivery of written notice to the other party specifying clearly the grounds for termination if the other party commits a material breach of its obligations under this agreement and fails to cure the breach within 90 days after written notice of the breach is received by the breaching party. For the avoidance of doubt, termination will be without prejudice to any liability incurred prior to the effective date of termination.

The Pro-Sun Horticultural Grow Lamp is an efficient commercial LED lighting solutions available to legal marijuana growers in North America. The Pro-Sun lighting system offers a passively cooled LED lighting solution to Marijuana growers worldwide. The Pro-Sun Passive cooling system can help reduce the power use for growers compared to traditional HPS and Metal Halide bulbs and more recently conventional fan cooled LED Grow light systems.

The Pro-Sun LED has a series of diffusion lenses which simulate natural daylight and enhance the grow cycle, which we believe helps to reduce the grow time for the plants.

In the United States, cultivation licenses have become one of the most sought after and competitive applications as growers want to take advantage of this growth opportunity. Some cannabis cultivation operations are capable of yielding more than 50,000 pounds of flower. Currently Colorado, one of the leaders in the "green rush" has over 1,400 licensed cultivators.

In Mendocino County California, over 850 applications for cultivation licenses were received by March of 2018. Indoor growing of cannabis has become the most popular and sustainable method. As fierce competition grows, LED lights have become more popular among growers as a way of reducing cost. This is not just only for cannabis, but the entire horticulture industry.

Marketing

Currently we have only focused only on marketing the licensing rights to distributors for the Pro Sun Light system through social media. We have not sold any of the lighting systems.

Regulation Pro Sun Lights

Our business is exclusively conducted within the United States and is subject to regulation by federal and state laws in the United States. If we did business with countries outside the United States, we would be subject to their laws and regulations.

Advertising and promotional information presented on our websites and in our products, and our other marketing and promotional activities, are subject to federal and state consumer protection laws that regulate unfair and deceptive practices. U.S. federal, state, and foreign legislatures have also adopted laws and regulations regulating numerous other aspects of our business. Regulations relating to the Internet, including laws governing online content, user privacy, taxation, liability for third-party activities and jurisdiction, are particularly relevant to our business. Such laws and regulations are discussed below.

Communications Decency Act. The CDA regulates content of material on the Internet and provides immunity to Internet service providers and providers of interactive computer services for certain claims based on content posted by third parties. The CDA and the case law interpreting it generally provide that domain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on their servers unless they participate in creating or developing the content.

Digital Millennium Copyright Act. The DMCA provides a safe harbor from liability for third-party copyright infringement. To qualify for the safe harbor, however, registrars and website hosting providers must satisfy numerous requirements, including adoption of a user policy that provides for termination of service access of users who are repeat infringers, informing users of this policy, and implementing the policy in a reasonable manner. In addition, registrars and website hosting providers must expeditiously remove or disable access to content upon receiving a proper notice from a copyright owner alleging infringement of its protected works. A registrar or website hosting provider that fails to comply with these safe harbor requirements may be found liable for copyright infringement.

Lanham Act. The Lanham Act governs trademarks and false advertising. Case law interpreting the Lanham Act has limited liability for many online service providers such as search engines and domain name registrars. Nevertheless, there is no statutory safe harbor for trademark violations comparable to the provisions of the DMCA and we may be subject to a variety of trademark claims in the future.

Privacy and Data Protection. In the areas of personal privacy and data protection, the U.S. federal and various state and foreign governments have adopted or proposed limitations on, and requirements associated with, the collection, distribution, use, storage, and security of personal information of individuals.

Intellectual Property & Proprietary Rights

We regard substantial elements of our businesses and website as proprietary and we shall attempt to protect them by relying on copyright, trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods. To date we have no copyrights or trademarks that have been applied for.

Employees

We are a new, developing company and currently have only one employee, Varton Berian our CEO and Varton Berian, Secretary Treasurer,  We may engage independent contractors in the future.

Reports

As an issuer whose securities are registered under section 12(g) of the Exchange Act, we will be required to file periodic reports with the SEC. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or 1- 202-942-8090. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we described under “Risk Factors” and elsewhere in this prospectus. Certain statements contained in this discussion, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and the like, constitute “forward-looking statements” within the meaning of the Exchange Act. However, as we will issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any of the future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any of such factors or to announce publicly the results of revision of any of the forward-looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the “Risk Factors” section of this prospectus beginning on page 5.

The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the related notes to the consolidated financial statements included elsewhere in this prospectus.

GENERAL

We are a full-service multimedia company using a multi-operational approach that focuses on business-ready opportunities through our ready-to-sell business modules, website and mobile app technology design and development, SEO (Search Engine Optimization), social media integration, and the creation and distribution of online video and photography content. Additionally, the Company holds the licensing rights to the Pro Sun Lighting system for residential and commercial use, which we market to distributors. Our websites uniquely combine textual content, photos, and sometimes videos, along with apps designed as plug-ins for websites or mobile devices, to help convey a website's message, whether business-related or personal. We offer products and solutions to help our customers stand out in the ever-evolving internet landscape. Our funding comes from cash flows from operations and proceeds from a private placement offering.

FOR THE YEARS ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023:

For the year ended December 31, 2024, we had gross revenues of $120,498 of which $120,498 was derived primarily from multi-media work (website design and SEO). For the year ended December 31, 2024, we had total expenses of $154,625 and a net loss of $57,835.

For the year ended December 31, 2023, we had gross revenues of $132,974, of which $102,974 was derived primarily from multi-media work (website design and SEO) and marketing revenue of $30,000. For the year ended December 31, 2023, we had total expenses of $139,295 and a net loss of $22,999.

Our plans are to continue marketing our services for integrating video with website design, SEO services, business module sales, and licensing rights for the Pro Sun Lighting system. We may also explore equity financing in the future. Currently, we have no arrangements with any funding sources. Furthermore, we are looking for potential acquisitions that align with our business model. As of now, we have not entered into any agreements with any entities.

Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations examines the Company's financial statements, which have been prepared according to accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that influence the reported amounts of assets and liabilities at the financial statement date, as well as the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and other factors considered reasonable under the circumstances, which serve as the foundation for making judgments about the carrying value of assets and liabilities not readily apparent from other sources. Actual results may vary from these estimates under different assumptions or conditions.

Revenue Recognition

Revenue primarily consists of fees earned from our services related to integrating video with website design, SEO services, sales of business modules, and the licensing rights to the Pro Sun Lighting system. We recognize revenue from a sale of services or licensing arrangement when all of the following conditions are met: a non-refundable payment for licensing rights per a contract; persuasive evidence of a sale or licensing arrangement with a customer exists; the licensing rights, according to the terms of the agreement, have been delivered or are available for immediate and unconditional delivery; the license period of the arrangement has commenced, allowing the customer to begin its exploitation, exhibition, or sale; the arrangement fee is fixed or determinable; and the collection of the arrangement fee is reasonably assured. We recognize revenue from website sales, video integration with website design, SEO services, business module sales, and the licensing rights to the Pro Sun Lighting system when the following criteria are satisfied: persuasive evidence of an arrangement exists, a non-refundable contract is in place, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured upon invoicing for the work.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.

Results of Operations

For the year ended December 31, 2024, the Company generated gross revenues of $120,498, compared to $132,974 in the prior year, representing a decrease of $12,476 or approximately 9.4%. The decline was primarily attributable to the absence of marketing revenue, which contributed $30,000 in 2023. Revenues from multimedia services, including website design and SEO, remained relatively stable.

Total  cost of sales and expenses increased from $155,973  in 2023 to $178,333 in 2024, an increase of $22,360  or 14.3%. Key drivers of this increase include:

• Cost of Goods Sold (COGS) rose from $13,762 in 2023 to $22,089 in 2024, an increase of $8,327 (60.5%), reflecting higher direct labor costs associated with website design.
• Advertising and Marketing Expenses increased by $6,739 (19.2%), from $35,078 in 2023 to $41,817 in 2024, indicating increased promotional efforts despite lower overall revenue.
• Depreciation and Amortization rose by $550, from $890 to $1,440, reflecting additional investments in capitalized assets.
• Professional Fees increased by $4,845 (24.2%), due to increased services for legal and accounting services.
• Consulting Fees remained relatively consistent, increasing slightly from $41,000 to $42,000.
• Interest Expense decreased from $2,916 in 2023 to $1,619 in 2024, a reduction of $1,297, due to lower outstanding debt.
• General and Administrative Expenses increased modestly by $2,196 (5.2%), from $42,277 to $44,473, consistent with inflationary pressures.

As a result of the increase in total expenses, the Company’s net loss widened significantly from $22,999 in 2023 to $57,835  in 2024, representing a 151.5%  increase in net loss. This performance decline reflects both reduced revenue from non-recurring marketing contracts and elevated operating costs during the year.

For the Year ended December 31, 2024

For the year ended December 31, 2024, we had gross revenues of $120,498 which was derived primarily from multi-media work (website design and SEO). For the year ended December 31, 2024, we had total expenses of $178,333 consisting of cost of goods sold of $22,089, advertising and marketing of $41,817, depreciation and amortization expense of $1,440, professional fees of $24,895, consulting fees of $42,000, after interest expense of $1,619, and general and administrative expense of $44,473 resulting in a net loss of $57,835.   

For the Year ended December 31, 2023

For the year ended December 31, 2023, we had gross revenues of $132,974 of which $102,974 was derived primarily from multi-media work (website design and SEO) and marketing revenue of $30,000. For the year ended December 31, 2023, we had total expenses of $155,973  consisting of cost of goods sold of $13,762, advertising and marketing of $35,078, depreciation and amortization expense of $890, professional fees of $20,050, consulting fees of $41,000, after interest expense of $2,916, and general and administrative expense of $42,277 resulting in a net loss of $22,999.

Liquidity and Capital Resources

For the Year Ended December 31, 2024 Compared to the Year ended December 31, 2023

The total  shareholders' equity at the year ended December 31, 2024 was $45,770  as compared to $12,065 at the year ended December 31, 2023. During the year ended December 31, 2024 we used $12,028  from cash in operating activities compared to $4,097 used in cash from operating activities during the year ended December 31, 2023.

For the year ended December 31, 2024, we had $0 from investing activities compared to $8,837 in investing activities during the year ended December 31, 2023.

The Company believes it may have adequate cash resources to support its primary operations for the next three (3) months if it does not receive any additional revenue, and it requires further funding to fully implement its business plan. The Company has no agreements with its shareholders, officers, directors, or any third parties to finance operations. Additionally, the Company has not negotiated or secured any other third-party sources of liquidity.

The Company has no current, off-balance sheet arrangements and does not anticipate entering into any off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern and therefore, there is substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2024 and December 31, 2023, the Company had an accumulated deficit of $372,770  and $314,935, respectively. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to attempt to secure equity and/or debt financing. There are no assurances that the Company will be successful, and without sufficient financing, it would be unlikely for the Company to continue as a going concern.

Plan of Operation

We plan to continue to market the sale of website design and multi-media services, focusing on the integration of video with website design, SEO services, business modules, and the licensing rights to the Pro Sun Lighting system. We may also seek equity financing in the future. Currently, we have no arrangements for any funding source. In addition, we are seeking potential acquisitions that fit within our business model. Currently, we have not entered into any agreements with any entities.

Marketing and Sales efforts:

Our marketing efforts will primarily be related to marketing website design, multimedia services, SEO services, business modules and the sale of licensing rights to the Pro Sun Lighting system.

We plan to optimize our Search Engine Optimization ("SEO") efforts and internet marketing, believing that our sales will be supported through our website. We also intend to expand engagement to a call center to generate interest in our products within the next fiscal year. The successful implementation of our business strategy relies on factors specific to the ongoing development of our products, regulations regarding equity trading, additional financing through equity or debt sources, and many other elements that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and materially impact our business, financial condition, and results of operations and cash flow:

Income Taxes

We had a deferred tax asset of $103,444  at the year ending December 31, 2024, compared to a deferred tax asset of $87,394 at the year ending December 31, 2023 . Due to uncertainties surrounding the Company's ability to generate future U.S. taxable income to realize these assets, a full valuation allowance has been established to offset the net U.S. deferred tax asset. The change in the valuation allowance during the years ended December 31, 2024 and 2023 was $16,050   and $26,088.  “See Note 8 to the financial statements for additional information”.

FOR THE QUARTERS ENDED MARCH 31, 2025 AND MARCH 31, 2024:

Recent Financial Performance

For the three months ended March 31, 2025, we generated gross revenues of $29,355, with approximately $8,000 derived from multimedia services such as website design and SEO. Operating expenses totaled $34,946, resulting in a net loss of $11,502.

For the same period in 2024, we recorded gross revenues of $50,680, primarily from multimedia services, with total operating expenses of $41,494 and a net income of $1,693.

Future Outlook

Our strategic focus remains on expanding the integration of video into website design, increasing our SEO service offerings, growing sales of our business modules, and marketing the licensing rights to the Pro Sun Lighting system. While we may seek equity financing in the future to support these initiatives, we currently have no formal funding arrangements in place. We are also actively exploring acquisition opportunities that align with our business model, although no agreements have been finalized as of this report.

Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Revenue Recognition

Revenue consists substantially of fees earned from our services for the integration of video with website design, SEO services, Business module sales, and the sale of licensing rights to the Pro Sun Lighting system. We recognize revenue from a sale of services or licensing arrangement when all of the following conditions are met: non-refundable payment for licensing rights per a contract or; persuasive evidence of a sale or licensing arrangement with a customer exists; the licensing rights, in accordance with the terms of the agreement, has been delivered or is available for immediate and unconditional delivery; the license period of the arrangement has begun, and the customer can begin its exploitation, exhibition, or sale; the arrangement fee is fixed or determinable; and collection of the arrangement fee is reasonably assured. We recognize revenue from website sales, the integration of video with website design, SEO services, Business module sales, and the sale of licensing rights to the Pro sun Lighting system when the following criteria are met: persuasive evidence of an arrangement exists, a non-refundable contract, the delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured upon invoicing for work.

Results of Operations

For the Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024 

For the three months ended March 31, 2025

For the three months ending March 31, 2025, we had gross revenues of $29,355 derived primarily from multi-media work (website design and SEO). Our revenue declined compared to the previous year due to the inherently unpredictable nature of our business. During the same period, our cost of goods sold amounted to $5,182. As a result of the decline in revenue, our gross profit also decreased for the three months ended March 31, 2025. Despite the drop in revenue, our cost of goods sold remained relatively consistent with the prior year, reflecting a similar level of work performed on website design projects in both periods.

For the three months ended March 31, 2025, our total expenses were $35,675. These included advertising and marketing expenses of $2,478, depreciation and amortization of $360, consulting fees of $8,400, interest expense of $729, and general and administrative expenses of $10,818. As a result, we reported a net loss of $11,502 for the period. The decrease in operating expenses compared to the same period in 2024 reflects a reduction in overall business activity.

For the three months ended March 31, 2024

For the three months ending March 31, 2024, our gross revenues were $50,680, primarily from multi-media work (website design and SEO). During the same period, our cost of goods sold amounted to $6,764.

For the three months ended March 31, 2024, we had total expenses of $42,223, which included advertising and marketing expenses of $5,471, depreciation and amortization expenses of $360, professional fees of $13,000, consulting fees of $12,600, interest expense of $729, and general and administrative expenses of $10,063, resulting in a net profit of $1,693.

Liquidity and Capital Resources

For the three months ended March 31, 2025, compared to the three months ended March 31, 2024

The total  stockholders' deficit at the quarter ended March 31, 2025 was $(57,272)  as compared to $13,758 at the quarter ended March 31, 2024. During the quarter ended March 31, 2025 we used $(2,048)  provided by cash in operating activities compared to $5,326 provided by  cash from operating activities during the quarter ended March 31, 2024.

For the quarter ended March 31, 2025, we had no cash flow from investing activities, compared to $3,565 in cash inflows from investing activities during the same quarter in 2024. The 2024 amount reflects a partial repayment of a loan we had previously issued, which was fully repaid by March 31, 2025.

The Company has insufficient cash resources available to fund its primary operations. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2025, and December 31, 2024, the Company had an accumulated deficit of $384,272 and $372,770, respectively. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain sufficient capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might result from this uncertainty.

If we do not receive any additional revenue or receive additional funding we would not have the ability to implement our business plan. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations. The Company has not negotiated nor has available to it any other third party sources of liquidity.

The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.

Plan of Operation

We plan to continue to market sale of website design, multi-media services, focusing on the integration of video with website design, SEO services, business modules and the licensing rights to the Pro sun Lighting system. We may also seek equity financing in the future. Currently, we have no arrangements for any funding source. In addition, we are seeking potential acquisitions that fit within our business model. Currently, we have not entered into any agreements with any entities.

Marketing and Sales efforts:

Our marketing efforts will primarily be related to marketing website design, multimedia services, SEO services, business modules and the sale of licensing rights to the Pro sun Lighting system.

We plan on optimizing Search Engine Optimization ("SEO") work and internet marketing and subsequently believe sales will be initially supported through our website. We also plan on engaging a call center to develop an interest in our products within the next fiscal year. Successful implementation of our business strategy depends on factors specific to the further development of our products, regulations regarding equities trading, additional financing through equity or debt sources, and numerous other factors that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:

Bankruptcy or Receivership or Similar Proceedings

None

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Financial Statements

Certiplex Corporation

Table of Contents

December 31, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Certiplex Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Certiplex Corporation (the Company) as of December 31, 2024 and 2023, and the related statements of operations, stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net losses and has minimal revenues. These factors, and the need for additional financing in order for the Company to meet its business plans raise substantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since 2024.

Astra Audit & Advisory, LLC

Tampa, FL

March 31, 2025

3702 W Spruce St #1430 ● Tampa, Florida 33607 ● +1.813.441.9707

CERTIPLEX CORPORATION

BALANCE SHEETS

DECEMBER 31, 2024 AND 2023

See accompanying Notes to the Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

See accompanying Notes to the Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

See accompanying Notes to the Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

See accompanying Notes to the Financial Statements

Certiplex Corporation

Notes To the Financial Statements

December 31, 2024  

CERTIPLEX CORPORATION

BALANCE SHEETS

MARCH 31, 2025 AND DECEMBER 31, 2024

See accompanying Notes to the Unaudited Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

See accompanying Notes to the Unaudited Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

See accompanying Notes to the Unaudited Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited)

See accompanying Notes to the Unaudited Financial Statements

Certiplex Corporation

Notes To the Unaudited Financial Statements

March 31, 2025