UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
For the fiscal year ended
OR
For the transition period from __________ to __________
(Exact name of registrant as specified in its charter)
———————
| (State or other jurisdiction of | (Commission File Change) | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
www.Certiplex.com
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number)
———————
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Yes ☐
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller reporting company | ||
| (Do not check if a smaller reporting company) | Emerging growth company | ||
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
As of June 28, 2025 (the last business day of the
registrant's most recent annual report), the aggregate market value, computed by reference to the price at which the registrant's common
equity was last sold, of the 28,200,000 shares of common stock held by non-affiliates of the issuer on such date was $
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
As of March 31, 2026, the Company is not yet trading on any exchanges. The registrant had shares of common stock, par value $0.001 per share, outstanding.
Documents incorporated by reference: None
TABLE OF CONTENTS
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
In this annual report, references to “Certiplex”, or “the Company,” or “we,” or “us,” and “our” refer to Certiplex Corporation. Except for the historical information contained herein, some of the statements in this report contain forward-looking statements that involve risks and uncertainties. These statements are found in the sections entitled “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Quantitative and Qualitative Disclosures about Market Risk.” They include statements concerning: our business strategy; expectations of market and customer response; liquidity and capital expenditures; future sources of revenues; expansion of our proposed product line; and trends in industry activity generally. In some cases, you can identify forward-looking statements by words such as “may,” “will,” “should,” “expect,” “plan,” “could,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “goal,” or “continue” or similar terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including, but not limited to, the risks outlined under “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. For example, assumptions that could cause actual results to vary materially from future results include, but are not limited to our ability to successfully develop and market our products to customers; our ability to generate customer demand for our products in our target markets; the development of our target markets and market opportunities; our ability to manufacture suitable products at a competitive cost; market pricing for our products and for competing products; the extent of increasing competition; technological developments in our target markets and the development of alternate, competing technologies in them; and sales of shares by existing shareholders. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intend to update or revise any forward-looking statements.
Below is a summary of material factors that make an investment in our securities speculative or risky. Importantly, this summary does not address all of the risks and uncertainties that we face. The below summary is qualified in its entirety by that more complete discussion of such risks and uncertainties. You should consider carefully the risks and uncertainties as part of your evaluation of an investment in our securities.
| - | We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. |
| - | Our limited operating history makes it difficult for us to evaluate our future business prospects and make decisions based on those estimates of our future performance. |
| - | The COVID-19 outbreak caused disruptions in our development operations, which have resulted in delays in existing projects and may have additional negative impacts on our operations. |
| - | Our results of operations have not resulted in profitability and we may not be able to achieve profitability going forward. |
| - | We have not generated positive cash flow from operations and our ability to generate positive cash flow is uncertain. If we are unable to generate positive cash flow or obtain sufficient capital when needed, our business and future prospects will be adversely affected and we could be forced to suspend or discontinue operations. |
| - | We will require additional capital to support business growth and this capital might not be available on acceptable terms, if at all. |
| - | We depend upon key personnel and need additional personnel. |
| - | Our business requires substantial capital and if we are unable to maintain adequate cash flows from operations our profitability and financial condition will suffer and jeopardize our ability to continue operations. 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. |
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| - | There is currently no public market for our common stock. Failure to further develop or maintain a trading market could negatively affect the value of our common stock and make it difficult or impossible for you to sell your stock. |
| - | If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock. |
| - | Because we plan to be quoted on the OTCMarkets instead of a national securities exchange, our investors may experience significant volatility in the market price of our stock and have difficulty selling their shares. |
| - | Our stock price and trading volume may be volatile, which could result in substantial losses for our stockholders. |
| - | We have not paid dividends in the past and have no immediate plans to pay cash dividends. |
| - | Shares eligible for future sale may adversely affect the market for our Common Stock. |
| - | You may experience future dilution as a result of future equity offerings. |
| - | Our charter documents and Wyoming law may inhibit a takeover that stockholders consider favorable. |
| - | There are limitations on director/officer liability. |
| - | Penny stock regulations may impose certain restrictions on marketability of our securities. |
| - | FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock. |
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Item 1. 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
Website and mobile application development involves the integration of various digital components, including textual content, images, videos, and software applications, to enhance functionality and user experience. Websites often incorporate third-party applications (plug-ins) or custom-developed features designed for both desktop and mobile platforms. Our company provides technology solutions that enable businesses to optimize their online presence in response to evolving internet trends and user expectations.
Multimedia content, particularly video and photography, plays a critical role in digital engagement and marketing strategies. We assist clients with the integration of video and photographic content into their websites and mobile applications to enhance user interaction and brand visibility. Our services encompass the development, deployment, and optimization of multimedia content within digital platforms to ensure a seamless and visually engaging experience for end users.
With the proliferation of smartphones as a primary medium for internet access, mobile optimization has become a crucial component of web development. We assist clients in implementing responsive web design technologies that adapt their websites for optimal performance across mobile devices. Additionally, we support the integration of third-party applications designed to enhance website functionality, user interaction, and overall mobile compatibility.
Our suite of digital content services—including video production, photography, mobile application development, and website design—can operate as standalone offerings or as integrated solutions. Clients may engage us for individual services, such as multimedia content creation, or for end-to-end implementation, where we oversee both content development and its integration into web and mobile platforms. By aligning technological innovation with digital content strategies, we enable businesses to enhance their online presence and improve customer engagement.
Our Content services include:
| · | video shoots |
| · | photography |
| · | photo shoots |
| · | video and photography editing |
| · | website and/or mobile device app integration of video or photography content |
| · | voiceover |
| · | Ad copywriting. |
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Video and Photography Content Development
We recognize that visual media, such as video and photography, enhances communication effectiveness by conveying information more dynamically and compellingly than plain text. Producing high-quality video content requires specialized expertise that is distinct from traditional text-based content creation. As businesses increasingly demand professional visual content to engage their audiences, the need for advanced video and photography production continues to grow.
Our company offers comprehensive video and photography content development services, utilizing original content creation and industry expertise to deliver high-quality multimedia solutions at competitive rates. These services encompass professional video production, photography, and the integration of visual media into websites, mobile applications, and social media platforms.
Along with content creation, we provide scriptwriting services for video productions as an add-on, allowing clients to craft structured and effective messaging for their visual content. Additionally, we employ advanced filming techniques, including 4K drone footage, for unique projects that require aerial perspectives. Traditionally, obtaining such vantage points necessitated expensive helicopter-based filming; however, drone technology now offers a cost-effective alternative, boosting the production value of video content.
Acquisition of Footage
We identify opportunities in acquiring and monetizing stock footage, both for internal use and resale. Our company often acquires high-quality video and photographic content from third-party sources to enhance client projects. These assets can be integrated into digital marketing campaigns, websites, and social media initiatives, allowing businesses to improve their visual presence without the necessity of custom production.
By merging innovative video and photography solutions with cutting-edge technology and strategic content distribution, we assist businesses in enhancing their digital engagement and brand positioning.
Search Engine Optimization (SEO) Overview
Search Engine Optimization (“SEO”) refers to the process of enhancing a website’s visibility in search engine results to improve organic traffic from search engines such as Google and Bing. SEO involves optimizing website content and technical attributes to align with search engine algorithms, which assess relevance and authority based on numerous ranking factors. Higher visibility in search results increases the likelihood of attracting potential and existing customers.
Search engines use automated web crawlers, known as "bots,” to systematically scan and index web pages. The indexed pages are then analyzed by proprietary search algorithms that assess various ranking signals to establish the order in which results are shown in response to a user query. These algorithms are designed to prioritize authoritative and relevant content, providing a streamlined search experience for users.
SEO is distinct from paid search advertising because companies cannot simply pay to gain higher organic rankings. Instead, optimization efforts should concentrate on enhancing site architecture, content relevance, user experience, and technical aspects such as page speed and mobile-friendliness. As search engine algorithms change, SEO professionals must continuously adjust their strategies to sustain and improve rankings.
SEO is crucial for digital marketing strategies because search engines are a primary source of online traffic. As users perform trillions of searches each year—many with commercial intent—strong rankings in search engines can generate significant business value. Having greater visibility in search results compared to competitors can greatly influence revenue growth and customer acquisition.
Notably, search engines are increasingly integrating direct answers and informational snippets into results pages, potentially reducing the amount of traffic directed to external websites. Consequently, companies must optimize their digital presence comprehensively, incorporating SEO strategies across content marketing, paid search, social media, and other online channels. A well-executed SEO strategy enhances overall digital marketing effectiveness and aligns with broader business objectives.
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Social Media Strategy and Integration
Social media has evolved from a platform for personal interaction into a crucial marketing channel used by businesses across various industries. The strategic use of social media allows companies to increase brand visibility, engage with customers, and foster business growth. As consumer engagement progressively moves to digital platforms, having an effective social media presence is essential for companies aiming to establish and maintain a competitive edge.
Key benefits of social media marketing include:
Social Media Campaigns and Platform Utilization
Businesses deploy targeted social media campaigns across multiple platforms to maximize audience reach and engagement. The selection of platforms depends on business objectives, target demographics, and content strategies. Some of the most widely utilized social media platforms include:
Given the evolving nature of digital marketing, our company provides businesses with tailored social media strategies, content development, and campaign management services. By integrating social media initiatives with broader digital marketing strategies, we enable businesses to optimize their online presence and customer engagement.
Use of AI
We use AI to enhance efficiency, decision-making, and customer experiences across various business operations. AI-driven analytics help us identify trends, optimize marketing strategies, and improve financial forecasting. Automation streamlines repetitive tasks, reducing costs and increasing productivity. AI-powered chatbots and virtual assistants enhance customer support by providing instant responses and personalized interactions. Additionally, AI assists in risk management, cybersecurity, and supply chain optimization, ensuring smoother and more secure business processes. By leveraging AI, we gain a competitive edge, drive innovation, and adapt to changing market demands with greater agility.
Marketing Strategy and Implementation
So far, the Company’s revenue has mainly come from website development, content creation, and content implementation services. The Company intends to keep expanding its marketing efforts to connect with potential and existing clients through digital channels, including its corporate website and online advertising. Currently, the Company has not entered into any agreements to secure external funding for marketing activities.
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Market Opportunity and Small Business Engagement
According to the U.S. Small Business Administration, there are approximately 33.2 million small businesses in the United States, representing 99.9% of all U.S. businesses. A significant portion of these businesses, including sole proprietors, operate with minimal support staff and allocate the majority of their time to daily business operations. As a result, many small business owners lack the expertise and resources necessary to establish and maintain an effective online presence.
However, there is growing recognition among small businesses that a robust digital presence is essential for customer acquisition and overall business success. Many small businesses are shifting their marketing budgets from traditional advertising to digital channels, creating a substantial market opportunity for our services. The Company aims to support small businesses by providing comprehensive web development, content creation, and digital marketing solutions tailored to their needs.
Marketing Strategy and Budget
The Company’s marketing initiatives focus on acquiring new clients while promoting additional services to the existing customer base. Historically, our client acquisition has primarily been driven by referrals, word-of-mouth marketing, and organic search engine visibility. Moving forward, we plan to expand our marketing efforts in a cost-efficient manner by leveraging digital advertising and content-driven marketing strategies.
Our projected annual marketing budget is expected to range between $10,000 and $50,000, depending on the scale and reach of our campaigns. These marketing efforts will be deployed through the following key channels:
| 1. | Search Engine Optimization (SEO) Implementation — SEO (Search Engine Optimization) enhances the visibility of our services in online search results, making it easier for potential clients to discover our offerings. By optimizing our website for search engines such as Google, Yahoo, Chrome, and Safari, we aim to improve organic search rankings and drive targeted traffic to our platform. |
| 2. | Social Media Advertising and Engagement — The Company will leverage various social media platforms to promote its services, engage with potential clients, and strengthen its brand presence. Targeted advertising and organic engagement efforts will be conducted across platforms such as: |
| • | Facebook (Meta) |
| • |
| • | Twitter/X |
| • | YouTube |
| • | Vimeo |
| • | Snapchat |
| • | TikTok |
| • |
By integrating SEO-driven web marketing with strategic social media campaigns, the Company seeks to optimize client acquisition and retention while maintaining a cost-effective approach to expanding its market reach.
COMPETITION
We offer solutions that enable individuals, businesses, and organizations to build an online presence, connect with customers, and manage their operations. The market for these solutions is highly fragmented, with some vendors providing part of the solution while others offer a complete solution. These solutions are rapidly evolving, creating opportunities for new competitors to enter the market with newly developed product offerings or by targeting specific segments of the market.
Competition within media providers include:
| • | Traditional media solutions such as Television Ads |
| • | Website creation and management solutions and providers such as Wix and WordPress |
| • | Alternative web content providers such as Pond5, iStockphoto, and Google images |
Competition within web content and app development include sites such as:
| • | WebSitePros |
| • | Iwebdev |
| • | Godaddy |
| • | Website.com |
| • | Various Local Web Developers |
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We anticipate ever-increasing competition from rivals in the content and presence markets, as well as potential competition from companies like Amazon, Google, and Microsoft, all of which provide internet services and sell visual content.
We believe the primary competitive factors encompass product capabilities that satisfy customer needs, a secure, reliable, and integrated technology platform, cost-effective customer acquisition, brand awareness and reputation, customer service and support, and overall customer satisfaction. We think we compete favorably in all these areas.
AI-Industry Overview
The rapid evolution of technology and the internet has fundamentally transformed commerce, leading consumers to expect seamless, secure, and ubiquitous transaction capabilities across various devices. This shift has established high standards, often shaped by leading merchants, that even new businesses must meet to stay competitive. Consequently, the multimedia industry—encompassing website design, search engine optimization (SEO), social media, and web content creation—continues to grow to meet these evolving consumer expectations.
Online Shopping Trends
Consumer Behavior
Small Business Digital Engagement
Social Media Integration
Video Content Consumption
These statistics underscore the critical importance for businesses, particularly small enterprises, to establish and maintain a strong digital presence. This includes leveraging website development, SEO, social media engagement, and multimedia content creation to meet evolving consumer expectations and remain competitive in the digital marketplace.
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)
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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 2024.
Amazon is the giga-corporation that dwarfs all other mega-corporations, with an estimated market cap of 1.32 trillion dollars to date in 2024. 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 2024. (https://www.insiderintelligence.com/content/global-retail-ecommerce-forecast-2024)
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 devices such as smartphone and tablets, 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 2024. [http://www.statista.com/topics/1137/online-video/]
BUSINESS MODULES
We assist individuals and businesses in building a strong online presence through tailored website development, logo design, digital content creation, social media management, digital marketing, and search engine optimization (SEO).
While developing custom websites for existing businesses, we noted an increasing demand for readily available online businesses, which we call "business modules." These are pre-made businesses that include a domain name, a custom website, a tailored logo, and integrated products or services. This setup allows buyers to obtain a fully equipped business website, enabling them to smoothly transition in, make necessary adjustments, and start generating income without building from the ground up.
Our process focuses on creating industry-specific, ready-to-use websites with customizable features such as layout, color schemes, and content. We utilize third-party advertising to promote these pre-developed websites to entrepreneurs and businesses looking for an efficient, cost-effective solution to establish their online presence. Buyers can personalize their new website to fit their specific needs, benefiting from a streamlined setup process.
This business model delivers value for both sides—our company leverages its expertise in web design and development, while buyers receive a functional, high-quality website without the complexities and time investment required to build one from scratch.
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Following is a list of some of the pre-built website modules that we have sold in the past:
| · | CandythatCares.org |
| · | WildSalsa.com |
| · | JoyousYoga.com |
| · | AirlineTraveler.com |
| · | MakeupQuick.com |
| · | MuscleTrainers.com |
Assets of the modules typically include the following:
| · | Domain Name: We transfer the ownership of the domain to the purchaser |
| · | Professionally Created Unique Website |
| · | Professionally Created Custom Logo (original PNG & JPG files) |
| · | Corresponding Email address can be included |
| · | Search Engine Optimization eBooks with instructions, tips & trade secrets |
| · | Social Media Marketing eBooks with instructions, tips & trade secrets |
| · | Contact info on digital marketing experts that can provide ongoing assistance |
| · | Contact info on WordPress experts that can provide ongoing assistance with editing the website |
For instance, CandythatCares.org was conceived as an online business and later developed into a fully operational e-commerce model available for sale. For CandythatCares.org, we created an additional website as part of the package, Vendn.com. Both websites direct to the same content, offering the buyer greater exposure. We actively managed the business, facilitating direct sales through the website and successfully transformed the model into a profitable entity ready for sale.
Cost of Business Module
The Company sets the price for its business modules arbitrarily. For example, using CandythatCares.org as an illustration, the module was listed for sale on Flippa.com, a platform unrelated to the Company. An individual with no affiliation expressed interest and agreed to purchase the module for $28,000. The Company's net profit from the sale was $25,200, after Flippa charged a 15% commission. After the sale, the purchaser took on full responsibility for operating CandythatCares.org, which included placing vending units and selecting 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:
| · | 20 Heavy Duty Vending Displays |
| · | 20 Candy inserts |
| · | 20 pre-approved locations from our telemarketers |
| · | The Essential “Quick Start Guide” |
| · | Neck lanyard for your I.D card |
| · | Business Operational Template |
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.
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The Company's Responsibilities Subsequent to the Sale of a Business Module
We utilize escrow.com for the sale of a business module. Once the funds for the sale are received, the digital assets of the company, including the website and domain, are transferred to the purchaser, who then assumes responsibility for them. We are no longer obligated or expected to provide any further support or products.
Before selling, we establish and manage all the business modules. These modules are conceptualized by the company, a website is developed, domain(s) are acquired, and the business module is activated for operations. On average, we operate businesses utilizing the business modules for ten months before 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 and 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:
| · | WildSalsa.com |
| · | JoyousYoga.com |
| · | AirlineTraveler.com |
| · | MakeupQuick.com |
| · | MuscleTrainers.com |
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 obtained the non-exclusive worldwide licensing rights, except for Canada (where we hold exclusive licensing rights as part of the agreement), for the Pro Sun LED Lighting System from Optimized Fuel Technologies ("Licensor") on June 10, 2021, for the total of ninety-seven thousand dollars ($97,000). This amount was paid through 9,700,000 common shares of the Company to the shareholders of Optimized Fuel Technologies who were shareholders as of the signing date of the agreement. The licensing rights stipulate a $20 per unit royalty payment to be remitted to Optimized Fuel Technologies.
According to the terms of the agreement, the Company was granted a non-exclusive, royalty-bearing license to reproduce, distribute, publicly display, and publicly perform the Pro-Sun Lighting System (“PSLS”) worldwide, except in Canada, where it was granted exclusive licensing rights. Additionally, the agreement commenced on the Effective Date and will remain in full force indefinitely, with the following provision (noted in Item 22 of the agreement—see Exhibit 10.2): Either party may terminate the agreement immediately by delivering written notice to the other party that clearly specifies 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 receiving written notice of the breach. For clarity, 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 solution 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 power consumption for growers compared to traditional HPS and metal halide bulbs, as well as more recent 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.
As of the latest available data, the exact number of applications for cannabis cultivation licenses nationwide is not specified. However, in the second quarter of 2025, the United States saw a 21% increase in pending and approved marijuana business licenses, totaling 5,687—the highest in over two years. This surge was largely driven by states like New Jersey and New York, with New York accounting for nearly 80% of new applications nationwide and experiencing a 1,131% annual increase in pre-licensing activity due to its adult-use market rollout. CRB Monitor News+2MJBizDaily+2MJBizDaily+2. 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.
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Marketing
Currently, we have only focused 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
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 the 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 part-time employee, Varton Berian our CEO, Secretary and Treasurer, who has been paid in restricted shares of Company stock and a salary of $4,200 per month. We may engage independent contractors in the future.
ITEM 1A. Risk Factors
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. Unresolved Staff Comments
None.
ITEM 1C. CYBERSECURITY
| 11 |
ITEM 2. PROPERTIES
Our principal executive office is located at 633 Rancho Santa Fe Rd, Suite 628, San Marcos, CA 92078 on a month-to-month basis. We believe our current facilities adequately meet our needs. We plan to secure new facilities or expand existing ones as necessary to support future growth. We are confident that suitable additional space will be available on commercially reasonable terms to accommodate our operations as needed.
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Shares of our common stock are not yet listed on any market.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Statements
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A) is intended to provide an understanding of our financial condition, changes in financial condition, cash flows, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the financial statements and notes thereto that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption "Forward-Looking Information and Factors That May Affect Future Results" and under Part I, Item 1A, “Risk Factors.”
GENERAL
Overview
Certiplex Corporation is a full-service multi-media company with a multi-operational approach focused on providing business-ready solutions. Our services include business module development, website and mobile app integration and design, SEO (Search Engine Optimization), social media integration, and online video and photography content creation and distribution. In addition, the Company owns licensing rights to the Pro Sun Lighting system for residential and commercial use, which it markets through distribution channels.
Our revenues are derived primarily from multimedia design and development services. While the Company maintains licensing rights, no licensing revenue was generated during the year ended December 31, 2025. Management continues to pursue growth in web and mobile integration services, SEO and marketing services, and potential licensing opportunities.
The Company has been capitalized primarily through operations and prior financing activities. However, we have not yet established a recurring revenue base sufficient to cover operating costs. Management continues to evaluate options for additional capital through equity or debt financing.
| 12 |
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 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenues and expenses during the reporting period.
Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Revenue Recognition
Revenue consists primarily of fees earned from multimedia services, including website design, SEO services, and business module development. Revenue is recognized when control of the promised goods or services is transferred to the customer, typically upon delivery of services.
The Company also holds licensing rights; however, no licensing revenue was recognized during the year ended December 31, 2025 or 2024.
Results of Operations
Year Ended December 31, 2025 vs. December 31, 2024
Revenue
Revenue for the year ended December 31, 2025 was $143,847, compared to $120,498 for the year ended December 31, 2024. The increase of $23,349 was primarily attributable to higher multimedia and website design service sales.
Cost of Sales and Gross Profit
Cost of sales remained relatively consistent at $22,054 in 2025 compared to $22,089 in 2024.
Gross profit increased to $121,793 in 2025 from $98,409 in 2024, reflecting the increase in revenue while maintaining stable direct costs.
Operating Expenses
Total operating expenses increased to $166,616 in 2025 compared to $154,625 in 2024.
Key changes include:
The overall increase in operating expenses was primarily driven by higher consulting and professional fees.
Operating Loss
Operating loss improved to $(44,823) in 2025 compared to $(56,216) in 2024, primarily due to increased revenue and gross profit, partially offset by higher operating expenses.
| 13 |
Other Expense
Other expense totaled $2,438 in 2025, compared to $1,619 in 2024. The increase was primarily due to interest expense, including $1,910 related to the Company’s SBA loan and $528 of other interest expense.
Net Loss
Net loss for the year ended December 31, 2025 was $(47,261), compared to $(57,835) for 2024. The improvement reflects increased revenue and gross profit, partially offset by higher operating and interest expenses.
Liquidity and Capital Resources
Year Ended December 31, 2025 Compared to December 31, 2024
As of December 31, 2025, the Company had cash and cash equivalents of $4,666, compared to $10,843 at December 31, 2024.
Net cash used in operating activities for the year ended December 31, 2025 was $(6,177), compared to $(12,028) for the prior year. The reduction in cash used reflects improved operating performance and higher accrued compensation, partially offset by a decrease in accounts payable and accrued liabilities.
Total assets decreased to $128,735 at December 31, 2025 from $136,352 at December 31, 2024, primarily due to reductions in cash and depreciation of fixed assets.
Total liabilities increased to $220,766 at December 31, 2025 from $182,122 at December 31, 2024, primarily due to an increase in accrued compensation, partially offset by lower accounts payable and accrued liabilities and revised SBA loan presentation.
The Company continues to operate with a stockholders’ deficit of $(92,032) as of December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this through revenue growth and potential financing.
The Company has no current off-balance sheet arrangements and does not anticipate entering into any such arrangements.
Plan of Operation
The Company plans to continue expanding its core business operations, including website design, multimedia services, SEO services, and business module development. The Company will also continue to pursue monetization opportunities related to its licensing rights.
Management may seek additional financing through equity or debt offerings. At present, the Company has no committed financing arrangements.
The Company is also evaluating potential acquisitions that align with its business model, although no agreements have been executed.
Marketing and Sales Efforts
The Company’s marketing efforts will focus on expanding its digital presence through SEO optimization and online marketing initiatives. Sales are expected to be driven primarily through the Company’s website and digital channels.
The Company may also explore additional marketing channels, including partnerships and outbound sales strategies, to expand its customer base.
Successful execution of the Company’s strategy depends on several factors, including:
Adverse changes in these factors could materially impact the Company’s business, financial condition, and results of operations.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
| 14 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
Certiplex Corporation
Table of Contents
December 31, 2025
| Financial Statements | F-1 |
| Report
of Independent Registered Public Accounting Firm (PCAOB # |
F-2 |
| Report
of Independent Registered Public Accounting Firm (PCAOB # |
F-3 |
| Balance Sheets as of December 31, 2025 and 2024 | F-4 |
| Statements of Operations for the years ended December 31, 2025 and 2024 | F-5 |
| Statements of Stockholders’ (Deficit) Equity for the years ended December 31, 2025 and 2024 | F-6 |
| Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-7 |
| Notes to the Financial Statements | F-8 |
| F-1 |
Report of Independent Registered Public Accounting firm
To the Stockholders and the Board of Directors of Certiplex Corporation
Opinion on the Financial Statements
We have audited the accompanying Balance Sheet of Certiplex Corporation (the “Company”) as of December 31, 2025, and the Statement of Operations, Statement of Changes in Stockholders’ (Deficit) Equity, and Statement of Cash Flows for the period ended December 31, 2025, 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, 2025, and the results of its operations and its cash flows for the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Company as of December 31, 2024, were audited by other auditors whose report dated March 31, 2025, expressed an unqualified opinion on those statements.
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 to the financial statements, the Company has not established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern. As of December 31, 2025 and 2024, the Company had an accumulated deficit of USD 419,032 and USD 372,770 respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. Management plans to address this uncertainty by pursuing equity and debt financing. There is no assurance that the Company’s plans to raise capital will be successful. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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 audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit 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 audit, 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 audit 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 audit 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.
Critical Audit Matter
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.
We determined that there are no critical audit matters.
For,
| Place: |
| Date: May 13, 2026 |
We have served as the Company’s auditor since 2025.
| F-2 |
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.
March 31, 2025
3702 W Spruce St #1430 ● Tampa, Florida 33607 ● +1.813.441.9707
| F-3 |
CERTIPLEX CORPORATION
BALANCE SHEETS
DECEMBER 31, 2025 AND 2024
| December 31, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Loan Receivable | ||||||||
| Total Current Assets | ||||||||
| Fixed Assets | ||||||||
| Vehicles, net | ||||||||
| Total Fixed Assets | ||||||||
| Other Assets | ||||||||
| Licensing Rights, net | ||||||||
| Distribution Rights | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' (Deficit) Equity | ||||||||
| Current Liabilities | ||||||||
| Accrued Compensation | $ | $ | ||||||
| Accounts Payable and Accrued Liabilities | ||||||||
| Note Payable, Current Portion | ||||||||
| Total Current Liabilities | ||||||||
| Note Payable, less current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 4) | ||||||||
| Stockholders' (Deficit) Equity | ||||||||
| Common Stock $ par value shares authorized issued and outstanding | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | )) | ||||
| Total Stockholders’(Deficit) Equity | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ (Deficit) Equity | $ | $ | ||||||
See accompanying Notes to the Financial Statements
| F-4 |
CERTIPLEX CORPORATION
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Revenue | ||||||||
| Sales | $ | $ | ||||||
| Licensing Rights | ||||||||
| Total Revenue | ||||||||
| Cost of Sales | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| General and Administrative | ||||||||
| Consulting Expenses | ||||||||
| Advertising and Marketing | ||||||||
| Professional Fees | ||||||||
| Depreciation and Amortization | ||||||||
| Total Operating Expense | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Expense | ||||||||
| Interest Expense | ||||||||
| Interest Expense SBA Loan | ||||||||
| Total Other Expense | ||||||||
| Loss before Income Tax | ( | ) | ( | ) | ||||
| Provision for Income Tax | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Basic and Diluted earnings per shares on net loss | $ | ) | $ | ) | ||||
| Basic and diluted weighted average shares used in the calculation of net loss per common share | ||||||||
See accompanying Notes to the Financial Statements
| F-5 |
CERTIPLEX CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Common
Stock Shares | Common
Stock Amount | Additional
Paid-in Capital | Accumulated
Deficit | Total
Equity (Deficit) | ||||||||||||||||
| Balance December 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance December 31, 2025 | $ | $ | ( | ) | ( | ) | ||||||||||||||
See accompanying Notes to the Financial Statements
| F-6 |
CERTIPLEX CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | |||||||
| Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to Reconcile Net Loss To Net Cash From Operating Activities: | ||||||||
| Depreciation and Amortization | ||||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Accounts Receivable | ||||||||
| Accrued Compensation | ||||||||
| Accounts Payable and Accrued Liabilities | ( | ) | ( | ) | ||||
| Net Cash from Operating Activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Vehicle Purchase | ||||||||
| Payments Received for Loan Receivable | ||||||||
| Net Cash from Investing Activities | ||||||||
| Financing Activities | ||||||||
| Payments on SBA Loan | ||||||||
| Net Cash from Financing Activities | ||||||||
| Net Change in Cash | ( | ) | ( | ) | ||||
| Cash at Beginning of Period | ||||||||
| Cash at End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash Paid for SBA Interest | $ | $ | ||||||
| Cash Paid for Taxes | $ | $ | ||||||
See accompanying Notes to the Financial Statements
| F-7 |
Certiplex Corporation
Notes To the Financial Statements
December 31, 2025
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
Certiplex Corporation (“Certiplex” or the “Company”) was incorporated under the laws of the State of Montana, on August 7, 2018. Certiplex is a full-service multi-media Company with an operational approach focusing on:
1) Business Ready Opportunities through its ready to sell Business modules.
2) Website and mobile app technology integration design and development.
3) SEO (Search Engine Optimization) and Social Media Integration.
3) Online video and photography content development and distribution.
On September 10, 2021, Certiplex acquired the licensing right to the Pro Sun Lighting system for both residential and commercial use. The Company’s intent is to market the lighting system through its online and social media sources.
Basis Of Presentation
The accompanying audited financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of December 31, 2025 and 2024.
Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts. Accordingly, actual results could differ from those estimates.
Cash And Cash Equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments
with an original maturity of three months or less are considered to be cash equivalents. There were
Fixed Assets
The Company values its investments in property,
equipment, and vehicles at cost, less accumulated depreciation. Depreciation is calculated mainly using the straight-line method over
the estimated useful lives of the assets, which is five years for vehicles. For the years ended December
31, 2025, and 2024, the depreciation expense amounted to $
Licensing Rights
Under Accounting Standards Codification (“ASC”) 350-50-1, costs incurred in the acquisition of an intangible asset are capitalized by the Company. The intangible assets are related to the acquisition of the licensing rights for the Pro Sun Lighting System, which was initially being amortized to expense over the licensing rights estimated useful life or period of benefit which is estimated to be 10 years using the straight-line method. On September 7, 2021, the agreement was amended and the term of the agreement was changed from 10 years to indefinitely; therefore, at that time, no further amortization was applied.
As of December 31, 2025 and 2024:
The Company also acquired distribution rights
for $
| F-8 |
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Update ("ASU") 2014-09, ("Revenue from contracts with customers," Topic 606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five-step model in order to determine this amount:
| i. | Identification of the promised goods in the contract; |
| ii. | Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; |
| iii. | Measurement of the transaction price, including the constraint of variable consideration; |
| iv. | Allocation of the transaction price of the performance obligations; and |
| v. | Recognition of revenue when (or as) the Company satisfies each performance obligation. |
The Company's main revenue stream is from product sales and has no performance obligations for which they serve as agent. The performance obligation associated with a typical product sale will be satisfied upon delivery to customers, and the revenue will be recognized at that time. Payments are due on demand. The Company does not offer any warranty on its products; however, customers do receive a manufacturer’s warranty.
The Company also has revenue from licensing agreements. The Company licenses its intellectual property (“IP") to outside parties and determines if the license of IP is a distinct (separate) performance obligation in accordance with Topic 606. If the license is determined not to be distinct, the license is combined with the other goods or services and the combined performance obligation is accounted for using the general revenue recognition model outlined above. If the license is determined to be distinct, the Company analyzes whether the license is functional or symbolic to assess the timing of revenue recognition. The licensing of IP by the Company was determined to be a distinct performance obligation of symbolic IP, which provides a right to access IP. Topic 606 states that revenue from licenses of IP deemed to provide a right to use IP will be recognized at a point in time when control is transferred.
In accordance with Topic 606, the Company analyzes the following determining when to recognize licensing revenue:
| i. | Whether the transaction represents a sale or licensing of intellectual property (IP), |
| ii. | Whether the IP is a distinct performance obligation, |
| iii. | The nature of the license - functional or symbolic; and |
| iv. | The timing of recognition based on the nature of the license. |
The Company only applies the five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goods and represents services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. The Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it is satisfied. Generally, the Company' s performance obligations are transferred to customers at a point in time, typically upon delivery.
Fair Value of Financial Instruments
The carrying amounts of financial assets and liabilities, such as cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these instruments.
Income Taxes
In accordance with ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in Income in the period that includes the enactment date.
| F-9 |
The Company maintains a valuation allowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizing the deferred tax asset in the future tax consequences. Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.
The Company has adopted the provisions set forth in ASC Topic 740 to account for uncertainty in income taxes. In the preparation of income tax returns in federal and state jurisdictions, the Company asserts certain tax positions based on its understanding and interpretation of the income tax law. The taxing authorities may challenge such positions, and the resolution of such matters could result in recognition of income tax expense in the Company's financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of its income tax returns.
The Company uses the "more likely than
not" criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for income tax benefits.
The Company has determined that it has
The Company' s policy is to recognize
interest and/or penalties related to income tax matters in income tax expense. The Company had
The Company computes income (loss) per share in accordance with ASC 260, which requires presentation of basic, and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share of common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. The Company does not have a complex capital structure requiring the computation of diluted earnings per share.
Basic and diluted earnings per share are computed using weighted average shares outstanding.
Impairment Of Long-Lived Assets
In accordance with ASC 360-10, the Company reviews
the carrying amount of long-lived assets for the existence of facts or circumstances, both internally and externally, that suggest impairment
whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. The Company determines if
the carrying amount of a long-lived asset is impaired based on anticipated undiscounted cash flows, before interest, from the use of the
asset. In the event of impairment, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the
asset. Fair value is determined based on the appraised value of the assets or the anticipated cash flows from the use of the asset, discounted
at a rate commensurate with the risk involved. There were
Advertising and Marketing Expenses
The Company follows the policy of charging the costs
of advertising, marketing, and public relations to expenses as incurred. For the years ended December 31, 2025 and 2024, respectively,
the company had $
Recently Issued Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the year ended December 31, 2025 that are of significance or potential significance to the Company.
| F-10 |
Note 2 - Going Concern
The Company's financial statements are prepared
using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. 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, 2025 and December 31, 2024, the Company had an accumulated deficit of $
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.
Note 3 - Segment Disclosure
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of reportable segment and unit and derives revenues mainly from products, licensing rights and affiliate commissions (see Note 1 for a brief description of the Company’s business).
The Company operates as operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the CODM, which is the Company’s chief executive officer, who reviews financial information and annual operating plans for purposes of making operating decisions, evaluating financial performance, and allocating resources.
The key measure of segment profit or loss that the CODM uses to allocate resources and assess performance is the Company’s net income (loss). This is reviewed against budgeted expectations to assess segment performance and allocate resources. The Company’s segment net for 2025 and 2024 consisted of the following:
Segment Disclosures for the Years Ended December 31, 2025 and 2024
| December 31, 2025 | December 31, 2024 | |||||||
| Total Assets | $ | $ | ||||||
| Sales: | ||||||||
| Web Related Sales | $ | $ | ||||||
| Licensing Rights | ||||||||
| Net Sales | ||||||||
| Cost of sales | ||||||||
| Web Site Design | ||||||||
| Gross Profit | ||||||||
| Sales, marketing and support | ||||||||
| General and Administrative | ||||||||
| Consulting | ||||||||
| Advertising and Marketing | ||||||||
| Professional Fees | ||||||||
| Depreciation and Amortization | ||||||||
| Other Expenses | ||||||||
| Operating Loss | $ | $ | ||||||
| F-11 |
Note 4 - Commitments and Contingencies
During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with ASC 450, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals.
The Company has a consulting agreement with
its President, under which it pays a monthly fee of $
Note 5– Related Party
For the years ended December 31, 2025 and 2024,
the Company paid total compensation of $
The above transactions and amounts are not necessarily what third parties would agree to.
Note 6– Loan Receivable
The Company made an unsecured loan to one
of its customers in the amount of $
Note 7– Notes Payable
The Company entered into an SBA loan during 2020 with
an original principal amount of $
Balances:
| Current | $ | ||||
| Long-term | $ | ||||
| Total | $ |
Note 8- Income Taxes
The Company recognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any income tax liabilities due to accumulated net losses.
The
Company's net loss before income taxes totaled $
The components of the Company's deferred tax asset
and the reconciliation of income taxes, computed at the combined statutory federal rate of
| 2025 | 2024 | |||||||
| Net operating loss carry forward | $ | $ | ||||||
| Effective tax rate | % | % | ||||||
| Effective state tax rate | % | % | ||||||
| Deferred tax asset | ||||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
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 future utilization of the Company's federal net operating loss and tax credit carry forwards to offset future taxable income, which begin to expire in 2038, may be subject to an annual limitation, pursuant to Internal Revenue Code sections 382 and 383, as a result of ownership changes that may have occurred previously or that could occur in the future. Tax years 2018 forward are subject to examination by major taxing authorities.
Note 9– Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2025 to the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
| F-12 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Based on our evaluation of internal controls, our management concluded that our internal controls over financial reporting were not effective as of December 31, 2025 as the Company has no segregation of duties, audit committee or independent board.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
ITEM 9B. OTHER INFORMATION
None of our directors or executive officers adopted
or terminated a Rule 10b5-1 trading arrangement or
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
| 15 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS OF THE COMPANY
DIRECTORS AND EXECUTIVE OFFICERS
Executive Officers and Directors
The following table and subsequent discussion contains the complete and accurate information concerning our director(s) and executive officer(s), their age(s), term served and all of our officer(s) and their positions, who will serve in the same capacity with us upon completion of the offering.
| Name | Age | Term Served | Title / Position(s) | |||||
| Varton Berian | 60 | Since August 7, 2018 | CEO, President, Secretary, Treasurer and Director | |||||
There are no other persons nominated or chosen to become directors or executive officers nor do we have any employees other than above.
Varton Berian has served as the Company's CEO and Director since August 7, 2018. A graduate of San Diego State University, Mr. Berian has been involved in marketing for the last twenty years. He was the CEO and Director of Blue Sky Media, a multi-media company, from 2014 to 2015. He is the founder of Advant Edge International Inc., a medical billing training company as well and is also the founder of MMAZ Cosmetics Distributors, Easy Trip Finder and Candy that Cares. Within those companies Mr. Berian has worked with many forms of media, inclusive of Web site design, video filming and editing, and the dissemination of information through various social media. Mr. Berian through his ventures has specialized in marketing to both consumers and businesses, both nationally as well as internationally. We believe his marketing skill sets will bring a distinct advantage to the Company's ability to move forward.
Our directors will hold office until the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensation for serving on the board of directors other than reimbursement of reasonable expenses incurred in attending meetings. Officers are appointed by the board of directors and serve at the discretion of the board.
No officer, director, or persons nominated for such positions and no promoters or significant employee of the Company has been involved in legal proceedings that would be material to an evaluation of officers and directors.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officers for the years ended December 31, 2025 and 2024:
Summary Compensation Table
We are an emerging company in the early stages of development. Currently, we have one part-time employee, Varton Berian, who serves as our CEO and Secretary Treasurer. In 2025, he received a salary of $35,100, with an accrued amount of $159,700 as of December 31, 2025. In 2024, he was paid $42,000, with an accrued amount of $119,200 as of December 31, 2024 . As we grow, we may consider engaging independent contractors in the future.
| Name and Principal Position | Fiscal Year | Salary | Bonus | Stock Awards1 | All other Compensation | Total | ||||||||||||||||||
| Varton Berian | 2025 | $ | 35,100 | $ | — | $ | — | $ | — | $ | 35,100 | |||||||||||||
| Varton Berian | 2024 | $ | 42,000 | $ | — | $ | — | $ | — | $ | 42,000 | |||||||||||||
(1) In 2018, Varton Berian, as founder of the Company, was granted shares totaling 45,000,000 valued at $.001 per share.
Option Grants Table
There were no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table through the year ended December 31, 2025.
Compensation of Officers and Directors
Varton Berian serves as our CEO and Secretary Treasurer. In 2025, he received a salary of $35,100, with an accrued amount of $159,700 as of December 31, 2025. In 2024, he was paid $42,000, with an accrued amount of $119,200 as of December 31, 2024.
Indemnification of Directors and Officers
Except as permitted by the Montana Revised Statutes, the Company's Articles of Incorporation do not provide for any additional or different indemnification procedures. At present, there is no pending litigation or proceeding involving a director, officer, or employee of the Company regarding which indemnification is sought, nor is the Company aware of any threatened litigation that may result in claims of indemnification. The Company has not obtained director's and officer's liability insurance, although the board of directors of the Company may determine to investigate and, possibly, acquire such insurance in the future.
| 16 |
Employment Agreements
On August 7, 2018, we entered into any employment agreement with Varton Berian to serve as CEO, CFO, Secretary and Director. The agreement was for the issuance of 45,000,000 shares of the Company's restricted common stock as founder’s shares in lieu of a cash payment. On October 1, 2022, the agreement was amended to pay $4,200 a month in salary ($50,400 annually).
Conflict of Interest - Management's Fiduciary Duties
Our directors and officers may, in their individual capacities, serve as officers, directors, controlling shareholders, or partners of other entities engaged in various businesses. As of December 31, 2025, no conflicts of interest had been identified.
Varton Berian is fully dedicated to managing the Company's affairs. Under his contract, he has agreed to a flexible remuneration structure, whereby compensation is contingent upon the availability of funds, with unpaid amounts accruing as necessary. At this time, we are unable to determine when sufficient revenue will be generated to implement this compensation or the exact amount that will be paid.
The compensation outlined herein includes all amounts awarded, earned, or paid to our named executive officer. Currently, no additional stock option, retirement, pension, or profit-sharing plans exist for the benefit of our sole officer and director beyond those described in this document. Furthermore, there are no annuity, pension, or retirement benefits planned for the officer, director, or employees upon reaching normal retirement age under any existing Company-sponsored or subsidiary-contributed plan.
Outstanding Equity Awards at Fiscal Year-End
As of December 31, 2025, no new warrants were awarded to the executives.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The table below sets forth, as of December 31, 2025, certain information with respect to the beneficial ownership of the common stock of our Company by each person who we know to be beneficial owner of more than 5% of any class or series of our capital stock, each of the directors and executive officers individually, and all directors and executive officers as a group. Unless otherwise indicated, each person named in this table has sole voting and investment power with respect to the shares beneficially owned.
| Name of Beneficial Owner | Number of Shares | Percentage | Number of Shares | Total Percentage | ||||||||||||
| Varton Berian (1) | 45,000,000 | 62 | % | 45,000,000 | 62 | % | ||||||||||
(1)Varton Berian is the President and Director of the Company.
(1) Director, executive officer, affiliate or any owner of record or beneficial owner of more than 5% of any class of voting securities of the Company is a party adversary to the Company or has a material interest adverse to the Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
There are no promoters of the Company, and have been none, as defined in Item 404(c)(1)(i) of Regulation S-K, other than the Company’s directors and officers.
During the year ended December 31, 2025, we had not entered into any transactions with our sole officer or director, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Procedures for Approval of Related Party Transactions
Our Board of Directors is in charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.
Director Independence
The Company has no outside directors as of December 31, 2025.
| 17 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Pipara & Co LLP currently serves as the Company’s independent registered public accounting firm. In 2025, the Company dismissed Astra Audit & Advisory and engaged Pipara & Co LLP as its independent registered public accounting firm. The change in accountants was not the result of any disagreement with Astra on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Astra’s reports on the Company’s financial statements for prior periods did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that Astra’s report on the financial statements for the year ended December 31, 2024 included an explanatory paragraph expressing substantial doubt about the Company’s ability to continue as a going concern.
Audit fees billed by the Company’s principal accountants for the fiscal year ended December 31, 2025 were approximately $33,230 and related to professional services rendered in connection with the audit of the Company’s financial statements as of and for the year ended December 31, 2024, and the reviews of the Company’s interim financial statements for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025.
Audit fees billed by the Company’s principal accountants for the fiscal year ended December 31, 2024 were approximately $24,895 and related to professional services rendered in connection with the audit of the Company’s financial statements as of and for the year ended December 31, 2023, and the reviews of the Company’s interim financial statements for the quarters ended June 30, 2024 and September 30, 2024.
PART IV
ITEM 15. EXHIBITS INDEX.
The following exhibits marked are filed with this Registration Statement:
| Incorporated by Reference |
Filed or Furnished | |||||||||
| No. | Exhibit Description | Form | Date Filed | Number | Herewith | |||||
| 3.1 | Articles of Incorporation | S-1 | 9/15/2023 | 3.1 | ||||||
| 3.2 | Bylaws | S-1 | 9/15/2023 | 3.3 | ||||||
| 19.1 | Insider Trading Policy | 10-K | 3/31/2025 | 19.1 | ||||||
| 10.1 | Consulting Agreement | S-1 | 9/15/2023 | 10.1 | ||||||
| 31.1 | Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with section 302 of the Sarbanes-Oxley Act of 2002. | Filed | ||||||||
| 32.1 | Certification of the Chief Executive Officer, as the principal executive officer and the principal financial officer, under 18 U.S.C. Section 1350, as adopted in accordance with Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished | ||||||||
| 101. | Interactive Data files | Filed | ||||||||
| 18 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: May 13, 2026 | Certiplex Corporation | |
| By: | /s/ Varton Berian | |
| Varton Berian, | ||
| Chief Executive Officer | ||
| /s/ Varton Berian | ||
| Varton Berian, | ||
| Chief Financial Officer | ||
In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates stated.
| SIGNATURE | TITLE | DATE |
|
/s/ Varton Berian Varton Berian |
President/Chief Executive Officer and Director(principal executive officer) | May 13, 2026 |
|
/s/ Varton Berian Varton Berian |
Chief Financial Officer and Director (principal accounting officer) | May 13, 2026 |
| 19 |