Quarterly Report

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

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 333-274531

Certiplex Corporation

(Exact name of registrant as specified in its charter)

———————

Montana	7812	83-1632905
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

633 Rancho Santa Fe Rd, Suite 628

San Marcos, CA 92078

www.Certiplex.com

(Address of principal executive offices, including zip code)

(800) 456-6211

(Registrant’s telephone number)

———————

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at November 26, 2025
Common Stock, $0.001 par value per share	73,200,000

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	15

Item 4.	Controls and Procedures	16

Part II.	Other Information

Item 1.	Legal Proceedings	16

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16

Item 3.	Defaults upon Senior Securities	16

Item 4.	Mine Safety Disclosures	16

Item 5.	Other Information	16

Item 6.	Exhibits	16

Signatures		17

PART I - financial INFORMATION

Item 1. Financial Statements

Unaudited Financial Statements

Certiplex Corporation

Table Of Contents

Unaudited Financial Statements
Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3
Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	4
Statements of Stockholders’ (Deficit) Equity for the three and nine months ended September 30, 2025 and 2024 (Unaudited)	5
Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (Unaudited)	6
Notes to the Unaudited Financial Statements	7

CERTIPLEX CORPORATION

BALANCE SHEETS


	September 30, 2025 (Unaudited)			December 31, 2024
ASSETS
Current Assets
Cash and Cash Equivalents	$	7,810		$	10,843
Loan Receivable		1,064			1,064
Total Current Assets		8,874			11,907

Fixed Assets
Vehicles, net		3,790			4,870
Total Fixed Assets		3,790			4,870
Other Assets
Licensing Rights, net		94,575			94,575
Distribution Rights		25,000			25,000
Total Other Assets		119,575			119,575
Total Assets	$	132,239		$	136,352

Liabilities and Stockholders' (Deficit) Equity
Current Liabilities
Accrued Compensation	$	147,100		$	119,200
Accounts Payable and Accrued Liabilities		12,242			8,984
Accrued Interest SBA Loan		3,481			3,238
Note Payable, Current Portion		2,277			2,277
Total Current Liabilities		165,100			133,699
Note Payable, less current portion		48,423			48,423
Total Liabilities		213,523			182,122

Commitments and Contingencies (Note 4)					—

Stockholders' (Deficit) Equity
Common Stock $0.001 par value 75,000,000 shares authorized 73,200,000 issued and outstanding		73,200			73,200
Additional Paid in Capital		253,800			253,800
Accumulated Deficit		(408,284	)		(372,770	)
Total Stockholders’ (Deficit) Equity		(81,284	)		(45,770	)
Total Liabilities and Stockholders’ (Deficit) Equity	$	132,239		$	136,352

See accompanying Notes to the Unaudited Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF OPERATIONS

(UNAUDITED)


	For the Three Months Ended September 30, 2025			For the Three Months Ended September 30, 2024			For Nine Months Ended September 30, 2025			For the Nine Months Ended September 30, 2024
Revenue
Licensing Rights	$	—		$	—		$	—		$	—
Card and Bank Reward income		147			—			437			—
Sales		29,548			17,779			98,374			93,824
Total Revenue		29,695			17,779			98,811			93,824

Cost of Sales		5,178			4,636			17,003			16,830

Gross Profit		24,518			13,143			81,808			76,993
Operating Expenses
Professional Fees		6,202			4,500			37,942			18,000
Advertising and Marketing		10,232			53			15,069			29,933
Depreciation and Amortization		360			360			1,080			1,080
Consulting		13,400			8,400			34,200			33,600
General and Administrative		5,310			16,920			26,574			34,459
Total Operating Expense		35,504			30,233			114,865			117,072
Operating Loss		(10,986	)		(17,090	)		(33,057	)		(40,079	)
Other Expense
Other Interest Expense		201			—			270			—
Interest Expense SBA		729			351			2,187			1,283
Loss before Income Tax		(11,916	)		(17,441	)		(35,514	)		(41,362	)
Provision for Income Tax		—			—			—			—
Net Loss	$	(11,916	)	$	(17,441	)	$	(35,514	)	$	(41,362	)

Basic and Diluted earnings per shares on net loss	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average shares used in the calculation of net loss per common share		73,200,000			73,200,000			73,200,000			73,200,000

See accompanying Notes to the Unaudited Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY

(UNAUDITED)

FOR THE THREE AND NINE MONTHS ENDED September 30, 2024 AND 2023


	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total Equity (Deficit)
Balance December 31, 2023		73,200,000	$	73,200	$	253,800	$	(314,935	)	$	12,065
Net Income		—		—		—		1,893			1,893
Balance March 31, 2024		73,200,000	$	73,200	$	253,800	$	(313,042	)	$	13,958
Net Loss		—		—		—		(25,814	)		(25,814	)
Balance June 30, 2024		73,200,000	$	73,200	$	253,800	$	(338,856	)	$	(11,856	)
Net Loss		—		—		—		(17,441	)		(17,441	)
Balance September 30, 2024		73,200,000	$	73,200	$	253,800	$	(356,297	)	$	(29,297	)

	Common Stock Shares		Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Total Equity (Deficit)
Balance December 31, 2024		73,200,000	$	73,200	$	253,800	$	(372,770	)	$	(45,770	)
Net Loss		—		—		—		(11,502	)		(11,502	)
Balance March 31, 2025		73,200,000	$	73,200	$	253,800	$	(384,272	)	$	(57,272	)
Net Loss		—		—		—		(12,096	)		(12,096	)
Balance June 30, 2025		73,200,000	$	73,200	$	253,800	$	(396,368	)	$	(69,368	)
Net Loss		—		—		—		(11,916	)		(11,916	)
Balance September 30, 2025		73,200,000	$	73,200	$	253,800	$	(408,284	)	$	(81,284	)

See accompanying Notes to the Unaudited Financial Statements

CERTIPLEX CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Nine Months Ended September 30, 2025			For the Nine Months Ended September 30, 2024
Operating Activities
Net Loss	$	(35,514	)	$	(41,362	)
Adjustments to Reconcile Net Loss To Net Cash From Operating Activities:
Depreciation and Amortization		1,080			1,080
Changes in Operating Assets and Liabilities
Accounts Receivable		—			198
Loan Receivable		—			18,485
Accrued Interest SBA Loan		243			—
Accrued Compensation		27,900			14,350
Accounts Payable and accrued liabilities		3,258			—
Net Cash from Operating Activities		(3,033	)		(13,955	)

Investing Activities
Purchase of Fixed Asset		—			—
Net Cash from Investing Activities		—			—

Net Cash from Financing Activities
Payments on Note Payable		—			1,117
Net Cash used in Financing Activities		—			1,117

Net Change in Cash		(3,033	)		(12,836	)

Cash at Beginning of Period		10,843			22,871

Cash at End of Period	$	7,810		$	10,033

Supplemental Cash Flow Information
Cash Paid for Interest	$	—		$	—
Cash Paid for Taxes	$	—		$	—

See accompanying Notes to the Unaudited Financial Statements

Certiplex Corporation

Notes To the Unaudited Financial Statements

September 30, 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 September 30, 2025 and 2024. Interim results are not necessarily indicative of full year performance.

Use of Estimates

The preparation of the unaudited 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. Cash equivalents totaled $7,810 as of September 30, 2025, and $10,843 as of December 31, 2024.

Fixed Assets

Property, equipment, and vehicles are recorded at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over estimated useful lives of five years for vehicles. Depreciation expense was $360 and $1,080 for the three and nine months ended September 30, 2025, respectively (2024: $360 and $1,080).

Licensing Rights

In accordance with ASC 350, costs incurred to acquire intangible assets are capitalized. The Company’s intangible assets include:

Pro Sun Lighting licensing rights, initially amortized over 10 years. Following a September 2021 amendment extending the term indefinitely, amortization ceased. As of September 30, 2025, the carrying amount was $94,575.
Distribution rights for a protein bar product acquired July 2022 from Tradewinds Universal for $25,000, with an indefinite useful life.

Management reviews intangible assets periodically for impairment.

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:

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

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:

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 revenues 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 revenues 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.

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 September 30, 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 no accrual for interest or penalties on its balance sheets at September 30, 2025 and December 31, 2024.

Earnings Per Share of Common Stock

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.

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 no impairment losses recorded for the nine months ended September 30, 2025 and 2024.

Advertising Expenses

Advertising and marketing costs are expensed as incurred. Advertising expense totaled $10,232 and $15,069 for the three and nine months ended September 30, 2025, respectively and $53 and $29,933 for the three and nine months ended September 30, 2024, respectively.

Recently Issued Accounting Pronouncements

There have been no recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2025 that are of significance or potential significance to the Company.

Note 2 - Going Concern

The Company has incurred recurring losses and had an accumulated deficit of $408,284 as of September 30, 2025. Stockholders’ equity reflected a deficit of $(81,284). These factors raise substantial doubt about the Company’s ability to continue as a going concern

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue operations is dependent on securing additional financing and ultimately achieving profitable operations. Management is pursuing equity financing and strategic partnerships, but no assurances can be provided. The financial statements do not include adjustments that might result from this uncertainty.

Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the condensed financial statements are issued.

Note-3 – Segment Disclosures

Reportable segments. The Company evaluates performance based on (i) Web-Related Services & Product Sales (website design, integration, SEO, content, and other multimedia services) and (ii) Licensing (Pro Sun Lighting and other distribution/licensing rights). Operating expenses are managed centrally and are not allocated to segments. Licensing generated no revenue in September 30, 2025 or 2024.

Segment Disclosures for the quarters ended September 30, 2025 and 2024:

Schedule of segment disclosure
	September 30, 2025			September 30, 2024
Total Assets	$	132,239		$	148,152
Sales:
Web Related Sales	$	29,695		$	17,779
Net Sales		29,695			29,548
Cost of sales
Web Site Design		5,178			4,636
Gross Profit		24,518			13,143
Sales, marketing and support
General and Administrative		5,310			16,920
Consulting		13,400			8,400
Advertising and Marketing		10,232			53
Professional Fees		6,202			4,500
Depreciation and Amortization		360			360
Interest Expense		930			351
OPERATING PROFIT/ LOSS	$	(11,916	)	$	(17,441	)

Note-4 - Commitments and Contingencies

The Company has a consulting agreement with its President requiring monthly payments of $4,200. As of September 30, 2025 and December 31, 2024, accrued compensation under this agreement was $147,100 and $119,200, respectively. For the three and nine months ended September 30, 2025, expenses under this agreement were $12,600 and $37,800, respectively (2024: $8,400 and $33,600).

The Company is not currently involved in any legal proceedings or other commitments requiring disclosure.

Note 5– Related Party

The consulting arrangement with the President, disclosed in Note 4, represents a related-party transaction. Amounts accrued and expensed are not necessarily indicative of terms that would be available from unrelated third parties.

Note 6– Loan Receivable

On October 11, 2022, the Company issued an unsecured loan of $34,940 to a customer at a 10% annual interest rate. The loan was originally due October 11, 2023, and subsequently extended. As of September 30, 2025 and December 31, 2024, the outstanding balance including accrued interest was $1,064.

Note 7– Notes Payable

The Company entered into an SBA loan during 2020 with a principal amount of $49,700. The note bears interest at a rate of 3.75% per annum. The SBA announced extended deferment periods for all COVID-19 and other disaster loans until 2022. As such, repayment of the Company’s SBA loan did not begin until November 2022. Subsequently interest only payments have been made per the loan agreement. The loan is secured by the assets of the Company.

Loan Maturity:

Schedule of loan maturity
For the Year	Loan Maturity Amount
2025	$	5,515
2026		1,050
2027		1,090
2028		1,298
Thereafter		40,747
Total	$	50,700

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 recorded a net loss before income taxes of $35,271 for the nine months ended September 30, 2025, compared with $41,362 for the nine months ended September 30, 2024.

The components of the Company’s deferred tax assets and reconciliation of income taxes, computed at the combined statutory federal tax rate of 21% and the Montana state tax rate of 6.75%, as of September 30, 2025 and December 31, 2024, are as follows:

Schedule of deferred tax asset and reconciliation of income taxes
	September 30, 2025			December 31, 2024
Net operating loss carryforward	$	408,284		$	372,770
Effective federal tax rate		21	%		21	%
Effective state tax rate		6.75	%		6.75	%
Deferred tax asset	$	113,299		$	103,206
Less: valuation allowance		(113,299	)		(103,206	)
Net deferred tax asset	$	—		$	—

Due to continued losses and uncertainties regarding the Company’s ability to generate future taxable income, a full valuation allowance has been established to offset deferred tax assets. The increase in the valuation allowance during the nine months ended September 30, 2025 was approximately $10,093.

For federal purposes, NOLs arising in tax years beginning after December 31, 2017 do not expire and are subject to an 80% of taxable income limitation. State NOL carryforwards may have different expiration and limitation rules.

The Company has adopted the provisions of ASC 740, Income Taxes, relating to uncertainty in income tax positions. Management has concluded that there were no material uncertain tax positions as of September 30, 2025 or December 31, 2024. The Company’s tax returns for years 2018 forward remain 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 September 30, 2025 to the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Unaudited)

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 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

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/photography content creation and distribution. In addition, the Company owns the licensing rights to the Pro Sun Lighting system for residential and commercial use, which we market through distributors.

Our revenues are derived primarily from multimedia design and development projects, with additional opportunities expected from licensing rights. We continue to pursue growth in web and mobile integration, SEO and marketing services, and licensing arrangements.

The Company has been capitalized primarily through operations and proceeds from private placement offerings. However, we have not yet established a recurring source of revenues sufficient to cover operating costs, and management continues to evaluate options for equity financing and potential acquisitions aligned with our business model.

Significant Accounting Policies and Estimates

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

Revenue Recognition

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

Results of Operations

Three Months Ended September 30, 2025 vs. September 30, 2024

Revenue: For the three months ended September 30, 2025, revenues increased to $29,695, compared with $17,779 in the same period of 2024. Growth was driven by higher multimedia and website design sales.

Gross Profit: Gross profit improved to $24,518 from $13,143 in the prior-year period, reflecting stronger revenues and stable cost of sales.

Operating Expenses: Operating expenses rose significantly to $35,504 in September 30, 2025 compared with $30,233 in September 30, 2024. Increases were primarily attributable to consulting costs ($13,400) in September 30, 2025 versus $8,400 in September 30, 2024, and advertising and marketing ($10,232 versus $53), reflecting investments in business development and promotional activities.

Operating Loss: As a result, operating loss decreased to $(10,986) in September 30, 2025 versus $(17,090) in September 30, 2024.

Other Expense: Other expense increased modestly, driven by interest expense totaling $930 during the 2025 quarter (compared to $351 in 2024), largely related to SBA loan interest.

Net Loss: Net loss for the three months ended September 30, 2025 decreased to $(11,916), compared with $(17,441) for the three months ended September 30, 2024. The improvement reflects higher revenues and gross profit offset by increased operating and interest expenses.

Nine Months Ended September 30, 2025 vs. September 30, 2024

Revenue: For the nine months ended September 30, 2025, total revenues were $98,811, modestly higher than $93,824 reported for the same period in 2024. The increase was primarily attributable to stronger sales of multimedia services.

Gross Profit: Gross profit was $81,808 in the 2025 nine-month period, compared with $76,993 in 2024, due to the revenue increase.

Operating Expenses: Operating expenses totaled $114,865 in the 2025 nine-month period, compared to $117,072 in 2024. The increase was driven by higher consulting ($34,200 vs. $33,600) and advertising and marketing ($15,069 vs. $29,933) expenses. Overall, the decline in advertising and general and administrative expenses offset increases in professional fees.

Net Loss: Net loss decreased to $(35,514) in 2025 versus $(41,362) in 2024. The improvement reflects increased gross profit and lower operating expenses.

Liquidity and Capital Resources

For the nine months ended September 30, 2025, compared to the year ended December 31, 2024

As of September 30, 2025, we had cash and cash equivalents of $7,810, compared to $10,843 at December 31, 2024. Net cash used in operating activities for the nine months ended September 30, 2025 was $(3,033), compared to $(13,955) in the same period of 2024. The reduced cash outflow in 2025 reflects tighter working capital management, including higher accrued compensation and accounts payable balances.

Total assets decreased slightly to $132,239 as of September 30,2025, from $136,352 at December 31, 2024. The decline was primarily due to cash usage and depreciation of fixed assets.

Total liabilities increased to $213,523 at September 30, 2025, from $182,122 at December 31, 2024. The increase was largely driven by higher accrued compensation and accounts payable.

The Company has not yet established sufficient recurring revenue to sustain operations and continues to operate with a stockholders’ deficit. These conditions raise substantial doubt about our ability to continue as a going concern without securing additional financing. We are exploring equity financing and other strategic alternatives to strengthen our balance sheet and support growth initiatives.

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

Plan of Operation

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

Marketing and Sales efforts:

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

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

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 September 30, 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company was not subject to any legal proceedings during the nine months period ended September 30, 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 nine months that ended September 30, 2025.

Item 3. Defaults upon Senior Securities

No senior securities were issued or outstanding during the nine months ended September 30, 2025.

Item 4. Mining Safety Disclosures

Not applicable to our Company.

Item 5. Other Information

During the quarter ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Number	Exhibit
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.
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.
101**	Interactive Data files

** Filed Herewith

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: November 26, 2025	CERTIPLEX CORPORATION

	By:	/s/ Varton Berian
		Varton Berian
		Chief Executive Officer