UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from __________ to __________
Commission file number:
(Exact name of registrant as specified in its charter)
———————
| 7812 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
| incorporation or organization) | Classification Code Number) | Identification No.) |
www.Certiplex.com
(Address of principal executive offices, including zip code)
(
(Registrant’s telephone number)
———————
(Address and telephone number of registrant's principal executive offices and principal place of business)
Check whether the issuer (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 (Section 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth 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 | ||
| Emerging growth company |
If an emerging growth company, indicate by checkmark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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 May 15, 2025, the Company is not yet trading on any exchanges. The registrant had shares of common stock, par value $0.001 per share, outstanding.
CERTIPLEX CORPORATION
TABLE OF CONTENTS
INDEX
| Part I. | Financial Information | |
| Item 1. | Financial Statements | 3 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 13 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 16 |
| Item 4. | Controls and Procedures | 16 |
| Part II. | Other Information | |
| Item 1. | Legal Proceedings | 17 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
| Item 3. | Defaults upon Senior Securities | 17 |
| Item 4. | Mine Safety Disclosures | 17 |
| Item 5. | Other Information | 17 |
| Item 6. | Exhibits | 17 |
| Signatures | 18 |
| 1 |
Unaudited Financial Statements
Certiplex Corporation
Table Of Contents
| 2 |
CERTIPLEX CORPORATION
BALANCE SHEETS
MARCH 31, 2025 AND DECEMBER 31, 2024
March 31, 2025 (Unaudited) | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| 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 | ||||||||
| 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 | ||||||||
| Common Stock $ par value shares authorized issued and outstanding | ||||||||
| Additional Paid in Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
See accompanying Notes to the Unaudited Financial Statements
| 3 |
CERTIPLEX CORPORATION
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
For the Three Months Ended March 31, 2025 (Unaudited) | For the Three Months Ended March 31, 2024 (Unaudited) | |||||||
| Revenue | ||||||||
| Sales | $ | $ | ||||||
| Total Revenue | ||||||||
| Cost of Sales | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| General and Administrative | ||||||||
| Consulting | ||||||||
| Advertising and Marketing | ||||||||
| Professional Fees | ||||||||
| Depreciation and Amortization | ||||||||
| Total Operating Expense | ||||||||
| Operating (Loss) Income | ( | ) | ||||||
| Other Expense | ||||||||
| Interest Expense | ||||||||
| (Loss) Income Before IncomeTax | ( | ) | ||||||
| Provision for Income Tax | ||||||||
| Net (Loss) Income | $ | ( | ) | $ | ||||
| Basic and Diluted earnings per shares on net (loss) income | $ | ) | $ | ) | ||||
| Basic and diluted weighted average shares used in the calculation of net (loss) income per common share | ||||||||
See accompanying Notes to the Unaudited Financial Statements
| 4 |
CERTIPLEX CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024
| Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Equity (Deficit) | ||||||||||||||||
| Balance December 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net Loss | — | |||||||||||||||||||
| Balance March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Equity (Deficit) | ||||||||||||||||
| Balance December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net Loss | — | ( | ) | ( | ) | |||||||||||||||
| Balance March 31, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
See accompanying Notes to the Unaudited Financial Statements
| 5 |
CERTIPLEX CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024 (Unaudited)
For the Three Months Ended March 31, | For the Three Months Ended March 31 | |||||||
| Operating Activities | ||||||||
| Net (Loss) Income | $ | ( | ) | $ | ||||
| Adjustments to Reconcile Net (Loss) Income 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 | ||||||||
| Payments Received for Loan Receivable | ||||||||
| Net Cash from Investing Activities | ||||||||
| Financing Activities | ||||||||
| 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 Unaudited Financial Statements
| 6 |
Certiplex Corporation
Notes To the Unaudited Financial Statements
March 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 unaudited 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 March 31, 2025 and 2024 . The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the full fiscal year ending December 31, 2025.
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 quarter ended March 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.
| 7 |
As of March 31, 2025
and December 31, 2024, the Company had licensing rights of $
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.
| 8 |
Segment Reporting
The Company identifies operating segments based on internal reporting and management structure, which are consistent with the internal reports reviewed by the chief operating decision maker (CODM) to allocate resources and assess performance. An operating segment is defined as a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and for which discrete financial information is available.
The Company reports segment information in accordance with applicable accounting standards. Where applicable, inter-segment revenues are recorded at market prices and eliminated on consolidation. The Company evaluates performance primarily based on segment operating income.
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.
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 no material unrecognized tax assets or liabilities related to uncertain tax positions as of March 31, 2025, and December 31, 2024. The Company does not anticipate any significant changes in such uncertainties and judgments during the next 12 months.
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 unaudited 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.
| 9 |
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 quarters ended March 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 quarter ended March 31, 2025, that are of significance or potential significance to the Company.
Note 2 - Going Concern
The Company's
unaudited 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 March 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 one 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 one 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.
| 10 |
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 quarters ended March 31, 2025 and 2024:
March 31, 2025 |
March 31, 2024 | |||||||
| Total Assets | $ | $ | ||||||
| Sales: | ||||||||
| Web Related Sales | $ | $ | ||||||
| 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 | ||||||||
| Interest Expense | ||||||||
| OPERATING PROFIT/ LOSS | $ | ( |
$ | |||||
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 three months ended March 31, 2025,
and 2024, the Company paid a salary 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
a principal amount of $
| 11 |
Loan Maturity:
| For the Year | Loan Maturity Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| 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)
income 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
| March 31, 2025 | March 31, 2024 | |||||||
| Net operating loss carry forward | $ | $ | ||||||
| Effective tax rate | % | % | ||||||
| Effective state tax rate | % | % | ||||||
| Deferred tax asset | ||||||||
| Less valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | $ | ||||||
Note 9– Subsequent Events
In accordance with ASC 855, Subsequent Events, the Company has analyzed its operations subsequent to March 31, 2025 to the date the unaudited financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
| 12 |
ITEM 2. 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, change in financial condition, cash flow, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the financial statements and notes to those statements that appear elsewhere in this Form 10-Q and in the Company's December 31, 2024 10-K and S-1 Registration Statement. 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 any 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, of the Company's Annual Report on Form 10-K under the heading "Risk Factors."
GENERAL
We are a full-service multimedia company employing a multi-operational strategy that centers on delivering business-ready solutions. Our offerings include pre-configured business modules, website and mobile application design and development, search engine optimization (SEO), social media integration, and the creation and distribution of online video and photography content. These services are designed to help clients enhance their online presence in an increasingly competitive digital landscape.
Additionally, we hold the licensing rights to the Pro Sun Lighting system for both residential and commercial applications, which we market to distributors.
Our websites often incorporate a mix of text, images, videos, and functional plug-ins or mobile applications tailored to effectively communicate a client’s message—whether business or personal. Our goal is to provide comprehensive tools and services that help clients stand out online.
The Company has been funded through operational cash flows and proceeds from a private placement offering.
Recent Financial Performance
For the three months ended March 31, 2025, we generated gross revenues of $29,355, with approximately $8,000 derived from multimedia services such as website design and SEO. Operating expenses totaled $34,946, resulting in a net loss of $11,502.
For the same period in 2024, we recorded gross revenues of $50,680, primarily from multimedia services, with total operating expenses of $41,494 and a net income of $1,693.
Future Outlook
Our strategic focus remains on expanding the integration of video into website design, increasing our SEO service offerings, growing sales of our business modules, and marketing the licensing rights to the Pro Sun Lighting system. While we may seek equity financing in the future to support these initiatives, we currently have no formal funding arrangements in place. We are also actively exploring acquisition opportunities that align with our business model, although no agreements have been finalized as of this report.
Significant Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
| 13 |
Revenue Recognition
Revenue consists substantially of fees earned from our services for the integration of video with website design, SEO services, Business module sales, and the sale of licensing rights to the Pro Sun Lighting system. We recognize revenue from a sale of services or licensing arrangement when all of the following conditions are met: non-refundable payment for licensing rights per a contract or; persuasive evidence of a sale or licensing arrangement with a customer exists; the licensing rights, in accordance with the terms of the agreement, has been delivered or is available for immediate and unconditional delivery; the license period of the arrangement has begun, and the customer can begin its exploitation, exhibition, or sale; the arrangement fee is fixed or determinable; and collection of the arrangement fee is reasonably assured. We recognize revenue from website sales, the integration of video with website design, SEO services, Business module sales, and the sale of licensing rights to the Pro sun Lighting system when the following criteria are met: persuasive evidence of an arrangement exists, a non-refundable contract, the delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured upon invoicing for work.
Results of Operations
For the Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
For the three months ended March 31, 2025
For the three months ending March 31, 2025, we had gross revenues of $29,355 derived primarily from multi-media work (website design and SEO). Our revenue declined compared to the previous year due to the inherently unpredictable nature of our business. During the same period, our cost of goods sold amounted to $5,182. As a result of the decline in revenue, our gross profit also decreased for the three months ended March 31, 2025. Despite the drop in revenue, our cost of goods sold remained relatively consistent with the prior year, reflecting a similar level of work performed on website design projects in both periods.
For the three months ended March 31, 2025, our total expenses were $35,675. These included advertising and marketing expenses of $2,478, depreciation and amortization of $360, consulting fees of $8,400, interest expense of $729, and general and administrative expenses of $10,818. As a result, we reported a net loss of $11,502 for the period. The decrease in operating expenses compared to the same period in 2024 reflects a reduction in overall business activity.
For the three months ended March 31, 2024
For the three months ending March 31, 2024, our gross revenues were $50,680, primarily from multi-media work (website design and SEO). During the same period, our cost of goods sold amounted to $6,764.
| 14 |
For the three months ended March 31, 2024, we had total expenses of $42,223, which included advertising and marketing expenses of $5,471, depreciation and amortization expenses of $360, professional fees of $13,000, consulting fees of $12,600, interest expense of $729, and general and administrative expenses of $10,063, resulting in a net profit of $1,693.
Liquidity and Capital Resources
For the three months ended March 31, 2025, compared to the three months ended March 31, 2024
The total stockholders' deficit at the quarter ended March 31, 2025 was $(57,272) as compared to $13,758 at the quarter ended March 31, 2024. During the quarter ended March 31, 2025 we used $(2,048) provided by cash in operating activities compared to $5,326 provided by cash from operating activities during the quarter ended March 31, 2024.
For the quarter ended March 31, 2025, we had no cash flow from investing activities, compared to $3,565 in cash inflows from investing activities during the same quarter in 2024. The 2024 amount reflects a partial repayment of a loan we had previously issued, which was fully repaid by March 31, 2025.
The Company has insufficient cash resources available to fund its primary operations. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. As of March 31, 2025, and December 31, 2024, the Company had an accumulated deficit of $384,272 and $372,770, respectively. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain sufficient capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might result from this uncertainty.
If we do not receive any additional revenue or receive additional funding we would not have the ability to implement our business plan. The Company has no agreements in place with its shareholders, officer and director or with any third parties to fund operations. The Company has not negotiated nor has available to it any other third party sources of liquidity.
The Company has no, current, off balance sheet arrangements and does not anticipate entering into any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition.
Plan of Operation
We plan to continue to market sale of website design, multi-media services, focusing on the integration of video with website design, SEO services, business modules and the licensing rights to the Pro sun Lighting system. We may also seek equity financing in the future. Currently, we have no arrangements for any funding source. In addition, we are seeking potential acquisitions that fit within our business model. Currently, we have not entered into any agreements with any entities.
Marketing and Sales efforts:
Our marketing efforts will primarily be related to marketing website design, multimedia services, SEO services, business modules and the sale of licensing rights to the Pro sun Lighting system.
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We plan on optimizing Search Engine Optimization ("SEO") work and internet marketing and subsequently believe sales will be initially supported through our website. We also plan on engaging a call center to develop an interest in our products within the next fiscal year. Successful implementation of our business strategy depends on factors specific to the further development of our products, regulations regarding equities trading, additional financing through equity or debt sources, and numerous other factors that may be beyond our control. Adverse changes in the following factors could undermine our business strategy and have a material adverse effect on our business, financial condition, and results of operations and cash flow:
| • | The ability to anticipate changes in consumer preferences and to meet customers' needs for trading products in a timely cost-effective manner; and; |
| • | The ability to establish, maintain and eventually grow market share in a competitive environment. |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
An evaluation was performed under the supervision of our management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective to ensure that information we are required to disclose in 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 due to material weaknesses in our internal controls.
Changes in Internal Control Over Financial Reporting.
We have made no change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company was not subject to any legal proceedings during the three months period ended March 31, 2025, and to the best of our knowledge and belief no proceedings are currently threatened or pending.
Item 1A. Risk Factors
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
No unregistered equity securities were issued or sold during the three months that ended March 31, 2025.
Item 3. Defaults upon Senior Securities
No senior securities were issued or outstanding during the three months ended March 31, 2025.
Item 4. Mining Safety Disclosures
Not applicable to our Company.
Item 5. Other Information
During the quarter ended March 31, 2025, no director or officer
of the Company
Item 6. Exhibits
** Filed Herewith
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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 15, 2025 | CERTIPLEX CORPORATION | |
| By: | /s/ Varton Berian | |
| Varton Berian | ||
| Chief Executive Officer | ||