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 March 31, 2026
OR
☐ 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)
———————
(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. 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 ☒
As of May 15, 2026, 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 |
| 2 |
Unaudited Financial Statements
Certiplex Corporation
Table Of Contents
| 3 |
CERTIPLEX CORPORATION
BALANCE SHEETS
| March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | 9,323 | 4,666 | |||||
| Accounts Receivable | — | — | ||||||
| Loan Receivable | — | 1,064 | ||||||
| Total Current Assets | 9,323 | 5,730 | ||||||
| Fixed Assets | ||||||||
| Vehicles, net | 3,070 | 3,430 | ||||||
| Total Fixed Assets | 3,070 | 3,430 | ||||||
| Other Assets | ||||||||
| Licensing Rights, net | 94,575 | 94,575 | ||||||
| Distribution Rights | 25,000 | 25,000 | ||||||
| Total Other Assets | 119,575 | 119,575 | ||||||
| Total Assets | $ | 131,968 | $ | 128,735 | ||||
| Liabilities and Stockholders' (Deficit) Equity | ||||||||
| Current Liabilities | ||||||||
| Accrued Compensation | $ | 170,600 | $ | 159,700 | ||||
| Accounts Payable and Accrued Liabilities | 12,212 | 11,367 | ||||||
| Total Current Liabilities | 182,812 | 171,067 | ||||||
| Note Payable, less current portion | 49,700 | 49,700 | ||||||
| Total Liabilities | 232,512 | 220,767 | ||||||
| Commitments and Contingencies (Note 4) | ||||||||
| Stockholders' (Deficit) Equity | ||||||||
| Common Stock $ par value shares authorized issued and outstanding | 73,200 | 73,200 | ||||||
| Additional Paid in Capital | 253,800 | 253,800 | ||||||
| Accumulated Deficit | (427,544 | ) | (419,032 | ) | ||||
| Total Stockholders’ (Deficit) Equity | (100,544 | ) | (92,032 | ) | ||||
| Total Liabilities and Stockholders’ (Deficit) Equity | $ | 131,968 | $ | 128,735 | ||||
See accompanying Notes to the Unaudited Financial Statements
| 4 |
CERTIPLEX CORPORATION
STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2026 AND 2025
For the Three Months Ended March 31, 2026 (Unaudited) | For the Three Months Ended March 31, 2025 (Unaudited) | |||||||
| Revenue | ||||||||
| Sales | $ | 15,774 | $ | 29,355 | ||||
| Total Revenue | 15,774 | 29,355 | ||||||
| Cost of Sales | 4,323 | 5,182 | ||||||
| Gross Profit | 11,451 | 24,173 | ||||||
| Operating Expenses | ||||||||
| General and Administrative | 6,383 | 10,818 | ||||||
| Consulting | 8,568 | 8,400 | ||||||
| Advertising and Marketing | 2,230 | 2,478 | ||||||
| Professional Fees | 1,420 | 12,890 | ||||||
| Depreciation and Amortization | 360 | 360 | ||||||
| Total Operating Expense | 18,961 | 34,946 | ||||||
| Operating (Loss) Income | (7,510 | ) | (10,773 | ) | ||||
| Other Expense | ||||||||
| Interest Expense | 1,003 | 729 | ||||||
| (Loss) Income Before Income Tax | (8,513 | ) | (11,502 | ) | ||||
| Provision for Income Tax | — | — | ||||||
| Net (Loss) Income | $ | (8,513 | ) | $ | (11,502 | ) | ||
| Basic and Diluted earnings per share 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
| 5 |
CERTIPLEX CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
| 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 | ) | |||||||||
| Common Stock Shares | Common Stock Amount | Additional Paid-in Capital | Accumulated Deficit | Total Equity (Deficit) | ||||||||||||||||
| Balance December 31, 2025 | 73,200,000 | $ | 73,200 | $ | 253,800 | $ | (419,032 | ) | (92,032 | ) | ||||||||||
| Net Loss | — | (8,513 | ) | (8,513 | ) | |||||||||||||||
| Balance March 31, 2026 | 73,200,000 | $ | 73,200 | $ | 253,800 | $ | (427,544 | ) | $ | (100,544 | ) | |||||||||
See accompanying Notes to the Unaudited Financial Statements
| 6 |
CERTIPLEX CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 2026 AND 2025
For the Three Months Ended March
31, | For the Three Months Ended March
31 | |||||||
| Operating Activities | ||||||||
| Net (Loss) Income | $ | (8,513 | ) | $ | (11,502 | ) | ||
| Adjustments to Reconcile Net (Loss) Income To Net Cash From Operating Activities: | ||||||||
| Depreciation and Amortization | 360 | 360 | ||||||
| Cash correction of Loan receivable | 1,064 | — | ||||||
| Changes in Operating Assets and Liabilities | ||||||||
| Credit Cards and Other Payables | 603 | — | ||||||
| Accrued Compensation | 10,900 | 7,100 | ||||||
| Accrued Interest SBA Loan | 243 | — | ||||||
| Accounts Payable - prior period correction | (62 | ) | 1,994 | |||||
| Net Cash from Operating Activities | 4,595 | (2,048 | ) | |||||
| Investing activities | ||||||||
| Net Cash from Investing Activities | — | — | ||||||
| Financing Activities | ||||||||
| Prior-period correction | 62 | — | ||||||
| Net Cash from Financing Activities | 62 | — | ||||||
| Net Change in Cash | 4,657 | (2,048 | ) | |||||
| Cash at Beginning of Period | 4,666 | 10,843 | ||||||
| Cash at End of Period | $ | 9,323 | $ | 8,795 | ||||
| Supplemental Cash Flow Information | ||||||||
| Cash Paid for SBA Interest | $ | 729 | $ | 729 | ||||
| Cash Paid for Taxes | $ | — | $ | — | ||||
See accompanying Notes to the Unaudited Financial Statements
| 7 |
Certiplex Corporation
Notes to the Unaudited Financial Statements
March 31, 2026
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 focused on:
| · | Business ready opportunities through ready-to-sell business modules. |
| · | Website and mobile app technology integration, design and development. |
| · | SEO (Search Engine Optimization) and social media integration. |
| · | 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 interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for Form 10-Q. Accordingly, they do not include all information and footnotes required by GAAP for complete annual financial statements and should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2025.
In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2026, and the results of operations and cash flows for the three months ended March 31, 2026 and 2025. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. 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 purposes 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 no cash equivalents as of March 31, 2026 or December 31, 2025.
Fixed Assets
The Company values its investments in property, equipment, and vehicles at cost, less accumulated depreciation. Depreciation is calculated primarily using the straight-line method over the estimated useful lives of the assets, which is five years for vehicles. Depreciation expense amounted to $360 for each of the three months ended March 31, 2026 and 2025.
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 relate to the acquisition of the licensing rights for the Pro Sun Lighting System, which was initially amortized over the estimated useful life or period of benefit of 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 indefinite; therefore, no further amortization was applied after that date.
| 8 |
As of March 31, 2026 and December 31, 2025, licensing rights were $97,000, accumulated amortization was $2,425, and the net carrying value was $94,575. The Company also acquired distribution rights for $25,000, which are considered indefinite-lived intangible assets.
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. The amount of revenue 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:
| · | Identification of the promised goods or services in the contract; |
| · | Determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; |
| · | Measurement of the transaction price, including the constraint of variable consideration; |
| · | Allocation of the transaction price to 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 and web-related sales and the Company has no performance obligations for which it serves as agent. The performance obligation associated with a typical sale is satisfied upon delivery to customers, and revenue is recognized at that time. Payments are due on demand. The Company does not offer any warranty on its products; however, customers may receive a manufacturer’s warranty.
The Company also may generate revenue from licensing agreements. The Company licenses its intellectual property (“IP”) to outside parties and determines whether the license of IP is a distinct performance obligation in accordance with Topic 606. If the license is not distinct, the license is combined with other goods or services and the combined performance obligation is accounted for using the general revenue recognition model. If the license is 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 provides that revenue from licenses of IP deemed to provide a right to use IP is recognized at the point in time when control is transferred.
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.
The Company maintains a valuation allowance with respect to deferred tax assets based upon the potential likelihood of realizing the deferred tax assets in the future. The Company uses the “more likely than not” criterion for recognizing the tax benefit of uncertain tax positions and establishing measurement criteria for income tax benefits. Management has determined that the Company has no material unrecognized tax assets or liabilities related to uncertain tax positions as of March 31, 2026 and December 31, 2025. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penalties as of March 31, 2026 or December 31, 2025.
The Company computes earnings (loss) per share in accordance with ASC 260. 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 for the three months ended March 31, 2026 and 2025 were computed using weighted average shares outstanding.
| 9 |
Impairment of Long-Lived Assets
In accordance with ASC 360-10, the Company reviews the carrying amount of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. If impairment exists, a loss is recognized based on the amount by which the carrying amount exceeds fair value. There were no impairment losses recorded for the three months ended March 31, 2026 and 2025.
Advertising and Marketing Expenses
The Company charges the costs of advertising, marketing, and public relations to expense as incurred. For the three months ended March 31, 2026 and 2025, advertising and marketing expenses were $2,230 and $2,478, respectively.
Recently Issued Accounting Pronouncements
There have been no recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2026 that are of significance or potential significance to the Company.
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 and therefore substantial doubt exists about the Company’s ability to continue as a going concern. As of March 31, 2026 and December 31, 2025, the Company had an accumulated deficit of $427,544 and $419,032, respectively.
The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company will continue to attempt to secure equity and/or debt financing. There are no assurances that the Company will be successful, and without sufficient financing, it would be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from this uncertainty.
| 10 |
Note 3 - Segment Disclosure
ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. The Company manages its business as reportable segment and derives revenues mainly from products, licensing rights and affiliate commissions.
The Company’s CODM is its chief executive officer, who reviews financial information and operating plans for purposes of making operating decisions, evaluating financial performance and allocating resources. The key measure of segment profit or loss used by the CODM to allocate resources and assess performance is the Company’s net income (loss).
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Total assets at period end | $ | 131,968 | $ | 133,944 | ||||
| Sales - web related sales | 15,774 | 29,355 | ||||||
| Net sales | 15,774 | 29,355 | ||||||
| Cost of sales | 4,323 | 5,182 | ||||||
| Gross profit | 11,451 | 24,173 | ||||||
| General and administrative | 6,383 | 10,818 | ||||||
| Consulting | 8,568 | 8,400 | ||||||
| Advertising and marketing | 2,230 | 2,478 | ||||||
| Professional fees | 1,420 | 12,890 | ||||||
| Depreciation and amortization | 360 | 360 | ||||||
| Other expense - interest expense | 1,003 | 729 | ||||||
| Net loss | $ | (8,513 | ) | $ | (11,502 | ) | ||
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 $4,200. As of March 31, 2026 and December 31, 2025, $170,600 and $159,700, respectively, had been accrued in relation to the consulting agreement and is included in accrued compensation on the balance sheets.
Note 5 - Related Party
For the three months ended March 31, 2026 and 2025, the Company incurred related-party compensation and services costs that included website services included in cost of sales and consulting compensation. Consulting compensation expense was $8,568 and $8,400 for the three months ended March 31, 2026 and 2025, respectively. 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 principal amount of $34,940 on October 11, 2022. The loan bore interest at 10% and was due and payable on October 11, 2024.
As of December 31, 2025, the Company’s records reflected a remaining loan receivable balance, including accrued interest, of $1,064. Upon further review, the Company corrected the previously recorded receivable balance through adjustments recorded during the period. Accordingly, no material loan receivable balance remained outstanding as of March 31, 2026.
| 11 |
Note 7 - Notes Payable
The Company entered into an SBA loan during 2020 with an original principal amount of $50,700. The note bears interest at 3.75% per annum and matures on June 3, 2050. The SBA announced extended deferment periods for COVID-19 disaster loans, and the Company’s first required payment was due in December 2022. Based on management’s reconstructed amortization schedule and payment history, the outstanding principal balance as of March 31, 2026 and December 31, 2025 was $49,700, all of which was classified as long-term. No amount was classified as current portion as of March 31, 2026 or December 31, 2025. The loan is secured by the assets of the Company.
| March 31, 2026 | December 31, 2025 | |||||||
| Current portion | $ | 0 | $ | 0 | ||||
| Long-term portion | $ | 49,700 | $ | 49,700 | ||||
| Total notes payable | $ | 49,700 | $ | 49,700 | ||||
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 differences between the financial statement carrying amounts and 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 $8,513 and $11,502 for the three months ended March 31, 2026 and 2025, respectively.
The components of the Company’s deferred tax asset and the reconciliation of income taxes, computed at the federal statutory rate of 21% and the Montana state tax rate of 6.75%, to the recorded income tax amount as of March 31, 2026 and December 31, 2025, are as follows:
| March 31, 2026 | December 31, 2025 | |||||||
| Net operating loss carryforward | $ | 427,544 | $ | 419,032 | ||||
| Federal tax rate | 21.00 | % | 21.00 | % | ||||
| State tax rate | 6.75 | % | 6.75 | % | ||||
| Deferred tax asset | 118,643 | 116,281 | ||||||
| Less: valuation allowance | (118,643 | ) | (116,281 | ) | ||||
| Net deferred tax asset | $ | 0 | $ | 0 | ||||
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 carryforwards 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 March 31, 2026 through the date the 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, changes in financial condition, cash flows, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the unaudited financial statements and notes thereto that appear elsewhere in this quarterly 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 II, Item 1A, "Risk Factors," if applicable.
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 three months ended March 31, 2026 or 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.
Significant Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's unaudited interim financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America and applicable SEC rules for interim financial reporting. 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 three months ended March 31, 2026 or 2025.
Results of Operations
Three Months Ended March 31, 2026 vs. Three Months Ended March 31, 2025
Revenue
Revenue for the three months ended March 31, 2026 was $15,774, compared to $29,355 for the three months ended March 31, 2025. The decrease of $13,581 was primarily attributable to lower multimedia and website design service sales during the 2026 period.
| 13 |
Cost of Sales and Gross Profit
Cost of sales decreased to $4,323 for the three months ended March 31, 2026 from $5,182 for the three months ended March 31, 2025, a decrease of $859. The 2026 amount includes $80 of resale product purchases. The overall decrease was generally consistent with the decline in revenue.
Gross profit decreased to $11,451 for the three months ended March 31, 2026 from $24,173 for the three months ended March 31, 2025. The decrease of $12,722 was primarily due to lower revenue.
Operating Expenses
Total operating expenses decreased to $18,961 for the three months ended March 31, 2026 compared to $34,946 for the three months ended March 31, 2025, a decrease of $15,985.
Key changes include:
| · | General and administrative expenses decreased to $6,383 from $10,818; |
| · | Consulting expenses increased to $8,568 from $8,400; |
| · | Advertising and marketing expenses decreased to $2,230 from $2,478; |
| · | Professional fees decreased to $1,420 from $12,890; and |
| · | Depreciation and amortization remained consistent at $360 for each period. |
The overall decrease in operating expenses was primarily driven by lower professional fees and lower general and administrative expenses during the three months ended March 31, 2026.
Operating Loss
Operating loss improved to $(7,510) for the three months ended March 31, 2026 compared to $(10,773) for the three months ended March 31, 2025. The improvement was primarily due to the decrease in operating expenses, partially offset by lower gross profit.
Other Expense
Interest expense was $1,003 for the three months ended March 31, 2026, compared to $729 for the three months ended March 31, 2025. Interest expense was primarily related to the Company's SBA loan.
Net Loss
Net loss for the three months ended March 31, 2026 was $(8,513), compared to $(11,502) for the three months ended March 31, 2025. The improvement reflects lower operating expenses, partially offset by lower revenue and gross profit.
Liquidity and Capital Resources
Three Months Ended March 31, 2026 Compared to December 31, 2025 and Three Months Ended March 31, 2025
As of March 31, 2026, the Company had cash and cash equivalents of $9,323, compared to $4,666 at December 31, 2025. The increase was primarily attributable to cash provided by operating activities during the three months ended March 31, 2026.
Net cash provided by operating activities for the three months ended March 31, 2026 was $4,595, compared to net cash used in operating activities of $(2,048) for the three months ended March 31, 2025. The improvement reflects changes in accrued compensation, credit cards and other payables, accrued interest, and the cash correction of loan receivable.
There was no cash provided by or used in investing activities during the three months ended March 31, 2026 or 2025.
Net cash provided by financing activities for the three months ended March 31, 2026 was $62, compared to no cash provided by or used in financing activities during the three months ended March 31, 2025.
Total assets increased to $131,968 at March 31, 2026 from $128,735 at December 31, 2025, primarily due to the increase in cash, partially offset by depreciation of fixed assets and increase in cash, partially offset by depreciation of fixed assets and the reduction/correction of the loan receivable balance.
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Total liabilities increased to $232,512 at March 31, 2026 from $220,767 at December 31, 2025, primarily due to increases in accrued compensation, credit cards, accrued interest, and other accounts payable and accrued liabilities. The Company's SBA loan balance remained $49,700, all of which was classified as long-term at March 31, 2026.
The Company continues to operate with a stockholders' deficit of $(100,544) as of March 31, 2026, compared to 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:
| · | The ability to anticipate and respond to customer demand; |
| · | The ability to effectively market and deliver services; |
| · | The ability to secure additional financing; and |
| · | The ability to compete effectively within the industry. |
Adverse changes in these factors could materially impact the Company's business, financial condition, and results of operations.
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, who serves as our principal executive officer and 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 Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of March 31, 2026, 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-month period ended March 31, 2026, 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, 2026.
Item 3. Defaults upon Senior Securities
No senior securities were issued or outstanding during the three months ended March 31, 2026.
Item 4. Mine Safety Disclosures
Not applicable to our Company.
Item 5. Other Information
During the quarter ended March 31, 2026, 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
** 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: June 3, 2026 | CERTIPLEX CORPORATION | |
| By: | /s/ Varton Berian | |
| Varton Berian | ||
| Chief Executive Officer | ||
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