CPLX 10-K & 10-Q changes, risk factors and insider trading
Certiplex Corp · OTC · Services-Motion Picture & Video Tape Production · CIK 1755347 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Forward Looking Statements”
New heading “Cost of Sales and Gross Profit”
New heading “Operating Expenses”
New heading “Marketing and Sales Efforts”
Removed heading “Use of Estimates”
Removed heading “For the Year ended December 31, 2023”
Removed heading “Marketing and Sales efforts:”
Largest changes
“The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going concern and therefore, there is substantial doubt about the Company’s ability to continue as a going concern. As of December 31, 2024 and December 31, 2023, the Company had an accumulated deficit of $372,770 and $314,935, respectively. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. …”see in full comparison
“The Company continues to operate with a stockholders’ deficit of $(92,032) as of December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this through revenue growth and potential financing.”see in full comparison
“This "Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A) is intended to provide an understanding of our financial condition, changes in financial condition, cash flows, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the financial statements and notes thereto that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. …”see in full comparison
Full comparison: every changed paragraph (75)
Forward Looking Statements
This "Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A) is intended to provide an understanding of our financial condition, changes in financial condition, cash flows, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the financial statements and notes thereto that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption "Forward-Looking Information and Factors That May Affect Future Results" and under Part I, Item 1A, “Risk Factors.”
Overview
WeCertiplex areCorporation is a full-service multimedia multi-media
company usingwith a
multi-operational approach that focusesfocused on providing business-ready opportunitiessolutions. throughOur ourservices ready-to-sellinclude business modules,module development,
website and mobile
app technology designintegration and development,design, SEO (Search Engine Optimization), social media integration, and the creation and distribution
of online video and photography
content content.creation Additionally,and distribution. In addition, the Company holds theowns licensing rights to the Pro Sun Lighting system for residential
and commercial
use, which weit marketmarkets tothrough distributors.distribution Our websites uniquely combine textual content, photos, and sometimes videos, along
with apps designed as plug-ins for websites or mobile devices, to help convey a website's message, whether business-related or personal.
We offer products and solutions to help our customers stand out in the ever-evolving internet landscape. Our funding comes from cash
flows from operations and proceeds from a private placement offering.channels.
Our revenues are derived primarily from multimedia design and development services. While the Company maintains licensing rights, no licensing revenue was generated during the year ended December 31, 2025. Management continues to pursue growth in web and mobile integration services, SEO and marketing services, and potential licensing opportunities.
The Company has been capitalized primarily through operations and prior financing activities. However, we have not yet established a recurring revenue base sufficient to cover operating costs. Management continues to evaluate options for additional capital through equity or debt financing.
For the year ended December 31, 2024, we had gross
revenues of $120,498 of which $120,498 was derived primarily from multi-media work (website design and SEO). For the year ended December
31, 2024, we had total expenses of $154,625 and a net loss of $57,835.
For the year ended December 31, 2023, we had gross
revenues of $132,974, of which $102,974 was derived primarily from multi-media work (website design and SEO) and marketing revenue of
$30,000. For the year ended December 31, 2023, we had total expenses of $139,295 and a net loss of $22,999.
Our plans are to continue marketing our services
for integrating video with website design, SEO services, business module sales, and licensing rights for the Pro Sun Lighting system.
We may also explore equity financing in the future. Currently, we have no arrangements with any funding sources. Furthermore, we are looking
for potential acquisitions that align with our business model. As of now, we have not entered into any agreements with any entities.
Management's Discussion and Analysis of Financial
Condition and Results of Operations examinesdiscusses the Company's financial statements, which have been prepared accordingin toaccordance with accounting
principles principles
generally accepted in the United States of America. The preparation of these financial statements requires management to make
estimates estimates
and assumptions that influence theaffect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statement date,statements, as well as thereported reported
amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiences and
other factors considered reasonable under the circumstances, which serve as the foundation for making judgments about the carrying value
of assets and liabilities not readily apparent from other sources. Actual results may vary from these estimates under different assumptions
or conditions.
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 consists primarily of fees earned from multimedia services, including website design, SEO services, and business module development. Revenue is recognized when control of the promised goods or services is transferred to the customer, typically upon delivery of services.
The Company also holds licensing rights; however, no licensing revenue was recognized during the year ended December 31, 2025 or 2024.
Revenue primarily consists of fees earned
from our services related to integrating video with website design, SEO services, sales of business modules, and the licensing rights
to the Pro Sun Lighting system. We recognize revenue from a sale of services or licensing arrangement when all of the following conditions
are met: a non-refundable payment for licensing rights per a contract; persuasive evidence of a sale or licensing arrangement with a customer
exists; the licensing rights, according to the terms of the agreement, have been delivered or are available for immediate and unconditional
delivery; the license period of the arrangement has commenced, allowing the customer to begin its exploitation, exhibition, or sale; the
arrangement fee is fixed or determinable; and the collection of the arrangement fee is reasonably assured. We recognize revenue from website
sales, video integration with website design, SEO services, business module sales, and the licensing rights to the Pro Sun Lighting system
when the following criteria are satisfied: persuasive evidence of an arrangement exists, a non-refundable contract is in place, delivery
has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured upon
invoicing for the work.
Use of Estimates
The preparation of financial statements in
conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptions that affect
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
For the year ended December 31, 2024, the
Company generated gross revenues of $120,498, compared to $132,974 in the prior year, representing a decrease of $12,476 or approximately
9.4%. The decline was primarily attributable to the absence of marketing revenue, which contributed $30,000 in 2023. Revenues from multimedia
services, including website design and SEO, remained relatively stable.
Total
cost of sales
and expenses increased from $155,973 in
2023 to $178,333 in 2024, an increase of $22,360 or
14.3%. Key drivers of this increase include:
Cost of Goods Sold (COGS) rose from $13,762
in 2023 to $22,089 in 2024, an increase of $8,327 (60.5%), reflecting higher direct labor costs associated with website design.
Advertising and Marketing Expenses increased
by $6,739 (19.2%), from $35,078 in 2023 to $41,817 in 2024, indicating increased promotional efforts despite lower overall revenue.
Depreciation and Amortization rose by $550,
from $890 to $1,440, reflecting additional investments in capitalized assets.
Professional Fees increased by $4,845 (24.2%),
due to increased services for legal and accounting services.
Consulting Fees remained relatively consistent,
increasing slightly from $41,000 to $42,000.
Interest Expense decreased from $2,916 in
2023 to $1,619 in 2024, a reduction of $1,297, due to lower outstanding debt.
General and Administrative Expenses increased
modestly by $2,196 (5.2%), from $42,277 to $44,473, consistent with inflationary pressures.
As
a result of the increase in total expenses, the Company’s net loss widened significantly from $22,999 in 2023 to $57,835 in
2024, representing a 151.5% increase
in net loss. This performance decline reflects both reduced revenue from non-recurring marketing contracts and elevated operating costs
during the year.
For the Year endedEnded December 31, 2025 vs. December
31, 2024
Revenue
Revenue for the year ended December 31, 2025 was $143,847, compared to $120,498 for the year ended December 31, 2024. The increase of $23,349 was primarily attributable to higher multimedia and website design service sales.
Cost of Sales and Gross Profit
Cost of sales remained relatively consistent at $22,054 in 2025 compared to $22,089 in 2024.
Gross profit increased to $121,793 in 2025 from $98,409 in 2024, reflecting the increase in revenue while maintaining stable direct costs.
Operating Expenses
Total operating expenses increased to $166,616 in 2025 compared to $154,625 in 2024.
Key changes include:
Consulting expenses increased to $64,308 from $42,000
Professional fees increased to $43,340 from $24,895
General and administrative expenses decreased to $33,836 from $44,473 Advertising and marketing expenses decreased to $23,692 from $41,817 The overall increase in operating expenses was primarily driven by higher consulting and professional fees.
Operating Loss
Operating loss improved to $(44,823) in 2025 compared to $(56,216) in 2024, primarily due to increased revenue and gross profit, partially offset by higher operating expenses.
Other Expense
Other expense totaled $2,438 in 2025, compared to $1,619 in 2024. The increase was primarily due to interest expense, including $1,910 related to the Company’s SBA loan and $528 of other interest expense.
Net Loss
Net loss for the year ended December 31, 2025 was $(47,261), compared to $(57,835) for 2024. The improvement reflects increased revenue and gross profit, partially offset by higher operating and interest expenses.
For
the year ended December 31, 2024, we had gross revenues of $120,498 which was derived primarily from multi-media work (website design
and SEO). For the year ended December 31, 2024, we had total expenses of $178,333 consisting of cost of goods sold of $22,089, advertising
and marketing of $41,817, depreciation and amortization expense of $1,440, professional fees of $24,895, consulting fees of $42,000,
after interest expense of $1,619, and general and administrative expense of $44,473 resulting in a net loss of $57,835.
For the Year ended December 31, 2023
For
the year ended December 31, 2023, we had gross revenues of $132,974 of which $102,974 was derived primarily from multi-media work (website
design and SEO) and marketing revenue of $30,000. For the year ended December 31, 2023, we had total expenses of $155,973 consisting
of cost of goods sold of $13,762, advertising and marketing of $35,078, depreciation and amortization expense of $890, professional fees
of $20,050, consulting fees of $41,000, after interest expense of $2,916, and general and administrative expense of $42,277 resulting
in a net loss of $22,999.
For the Year Ended December 31, 20242025 Compared
to the Year ended December 31, 20232024
As of December 31, 2025, the Company had cash and cash equivalents of $4,666, compared to $10,843 at December 31, 2024.
Net cash used in operating activities for the year ended December 31, 2025 was $(6,177), compared to $(12,028) for the prior year. The reduction in cash used reflects improved operating performance and higher accrued compensation, partially offset by a decrease in accounts payable and accrued liabilities.
Total assets decreased to $128,735 at December 31, 2025 from $136,352 at December 31, 2024, primarily due to reductions in cash and depreciation of fixed assets.
Total liabilities increased to $220,766 at December 31, 2025 from $182,122 at December 31, 2024, primarily due to an increase in accrued compensation, partially offset by lower accounts payable and accrued liabilities and revised SBA loan presentation.
The Company continues to operate with a stockholders’ deficit of $(92,032) as of December 31, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to address this through revenue growth and potential financing.
The
total shareholders'
equity at the year ended December 31, 2024 was $45,770 as
compared to $12,065 at the year ended December 31, 2023. During the year ended December 31, 2024 we used $12,028 from
cash in operating activities compared to $4,097 used in cash from operating activities during the year ended December 31, 2023.
For the year ended December 31, 2024, we had
$0 from investing activities compared to $8,837 in investing activities during the year ended December 31, 2023.
The Company believes it may have adequate
cash resources to support its primary operations for the next three (3) months if it does not receive any additional revenue, and it requires
further funding to fully implement its business plan. The Company has no agreements with its shareholders, officers, directors, or any
third parties to finance operations. Additionally, the Company has not negotiated or secured any other third-party sources of liquidity.
The Company has no current,current off-balance sheet
arrangements and does not anticipate entering into any off-balancesuch sheet arrangements that are reasonably likely to have a current or
future effect on our financial condition.arrangements.
The
Company has not yet established an ongoing source of revenues sufficient to cover its operating costs to allow it to continue as a going
concern and therefore, there is substantial doubt about the Company’s ability to continue as a going concern. As of December 31,
2024 and December 31, 2023, the Company had an accumulated deficit of $372,770 and
$314,935, respectively. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital
to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease
operations. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company
will continue to attempt to secure equity and/or debt financing. There are no assurances that the Company will be successful, and without
sufficient financing, it would be unlikely for the Company to continue as a going concern.
We plan to continue to market the sale of
website design and multi-media services, focusing on the integration of video with website design, SEO services, business modules, and
the licensing rights to the Pro Sun Lighting system. We may also seek equity financing in the future. Currently, we have no arrangements
for any funding source. In addition, we are seeking potential acquisitions that fit within our business model. Currently, we have not
entered into any agreements with any entities.
Marketing and Sales efforts:
What changed in the latest 10-Q
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.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
Three and Six Months Endedsee in full comparisonMarchJune31,30, 2026 vs. ThreeThreeand Six Months EndedMarchJune31,30, 2025
see in full comparisonThreeSix Months EndedMarchJune31,30, 2026 Compared totoDecember 31, 2025 andThreeSix Months EndedMarchJune31,30, 2025
Net loss for the three months endedsee in full comparisonMarchJune31,30, 20262026was $(8,51319,484), compared to $(11,50212,096) for the three months endedMarchJune31,30, 2025. Net loss for the six months ended June 30, 2026 was $(27,997), compared to $(23,598) for the six months ended June 30, 2025. Theimprovementincreasedreflectsnetlowerlossesoperatingprimarilyexpenses, partially offset byreflect lower revenue and grossprofit.profit and higher interest expense, partially offset by lower operating expenses.
Cost of sales decreased tosee in full comparison$4,323$5,495 for the three months endedMarchJune31,30, 2026 from$5,182$6,643 for the three months endedMarchJune31,30, 2025, a decrease of$859.$1,148. For the six months ended June 30, 2026, cost of sales was $9,737, compared to $11,825 for the six months ended June 30, 2025, a decrease of $2,088. The2026decreasesamount includes $80 of resale product purchases. The overall decrease waswere generally consistent with the decline in revenue.
Operating losssee in full comparisonimprovedincreased to $(7,51018,425) for the threethreemonths endedMarchJune31,30, 2026 compared to $(10,77311,298) for the three months endedMarchJune31,30, 2025. For the six months ended June 30, 2026, operating loss was $(25,935), compared to $(22,071) for the six months ended June 30, 2025. Theimprovementincreasedwaslosses were primarilydueattributable tothe decreaseloweringrossoperating expenses,profit, partially offset by lowergrossoperatingprofit.expenses.
Interest expense wassee in full comparison$1,003$1,108 for the three months endedMarchJune31,30, 2026, compared to$729$798 for the three months endedMarchJune31,30, 2025. Interest expense was $2,110 for the six months ended June 30, 2026, compared to $1,527 for the six months ended June 30, 2025. The Company also recognized other income of $49 during the three- and six-month periods ended June 30, 2026. Interest expense was primarily related to the Company's SBAloan.loan and credit card balances..
Full comparison: every changed paragraph (21)
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 also holds licensing rights; however,and continues
noto licensingevaluate opportunities to generate revenue wasfrom recognizedthose during the three months ended March 31, 2026 or 2025.rights.
Three and Six Months Ended MarchJune 31,30, 2026 vs.
Three Three
and Six Months Ended MarchJune 31,30, 2025
Revenue for the three months ended MarchJune 31,30, 2026
was $15,774,$25,837, compared to $29,355$39,761 for the three months ended MarchJune 31,30, 2025. The decrease of $13,581$13,924 was primarily attributable to lower
multimedia and website design service sales during the 2026 period. Revenue for the six months ended June 30, 2026 was $41,611, compared
to $69,116 for the six months ended June 30, 2025, a decrease of $27,505.
Cost of sales decreased to $4,323$5,495 for the three
months ended MarchJune 31,30, 2026 from $5,182$6,643 for the three months ended MarchJune 31,30, 2025, a decrease of $859.$1,148. For the six months ended June 30,
2026, cost of sales was $9,737, compared to $11,825 for the six months ended June 30, 2025, a decrease of $2,088. The 2026decreases amount includes $80 of
resale product purchases. The overall decrease waswere generally
consistent with the decline in revenue.
Gross profit decreased to $20,343 for the three months ended June 30, 2026 from $33,118 for the three months ended June 30, 2025, a decrease of $12,775. Gross profit for the six months ended June 30, 2026 was $31,874, compared to $57,291 for the six months ended June 30, 2025, a decrease of $25,417. The decreases were primarily due to lower 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.
Total operating expenses decreased to $18,961$38,768
for the three months ended MarchJune 31,30, 2026 compared to $34,946$44,416 for the three months ended MarchJune 31,30, 2025, a decrease of $15,985.$5,648. For the six
months ended June 30, 2026, total operating expenses were $57,809, compared to $79,362 for the six months ended June 30, 2025, a decrease
of $21,553.
The overall decrease in operating expenses for the six-month
period was
primarily driven by lower professional feesfees, andconsulting lowerexpenses, general and administrative expensesexpenses, duringand theadvertising threeand
marketing months ended March 31, 2026.expenses.
Operating loss improvedincreased to $(7,51018,425) for the
three three
months ended MarchJune 31,30, 2026 compared to $(10,77311,298) for the three months ended MarchJune 31,30, 2025. For the six months ended June 30, 2026,
operating loss was $(25,935), compared to $(22,071) for the six months ended June 30, 2025. The improvementincreased waslosses were primarily due attributable
to the
decreaselower ingross operating expenses,profit, partially offset by lower grossoperating profit.expenses.
Interest expense was $1,003$1,108 for the three months
ended MarchJune 31,30, 2026, compared to $729$798 for the three months ended MarchJune 31,30, 2025. Interest expense was $2,110 for the six months ended June
30, 2026, compared to $1,527 for the six months ended June 30, 2025. The Company also recognized other income of $49 during the three-
and six-month periods ended June 30, 2026. Interest expense was primarily related to the Company's
SBA loan.loan and credit card balances..
Net loss for the three months ended MarchJune 31,30, 2026
2026 was $(8,51319,484), compared to $(11,50212,096) for the three months ended MarchJune 31,30, 2025. Net loss for the six months ended June 30, 2026 was $(27,997),
compared to $(23,598) for the six months ended June 30, 2025. The improvementincreased reflectsnet lowerlosses operatingprimarily expenses,
partially offset byreflect lower revenue and gross profit.profit
and higher interest expense, partially offset by lower operating expenses.
ThreeSix Months Ended MarchJune 31,30, 2026 Compared to
to December 31, 2025 and ThreeSix Months Ended MarchJune 31,30, 2025
As of MarchJune 31,30, 2026, the Company had cash and
cash equivalents of $9,323,$1,621, compared to $4,666 at December 31, 2025. The increasestatement wasof primarilycash flows reports a net change in cash of $(3,044),
attributable to net cash providedused byin operating
activities during the three months ended March 31, 2026.activities.
Net cash providedused byin operating activities for the
the threesix months ended MarchJune 31,30, 2026 was $4,595,$(3,044), compared to net cash used in operating activities of $(2,0481,400) for the threesix months ended June
March 31,30, 2025. The improvement2026 amount reflects the net loss, depreciation and amortization, the noncash loan receivable write-off, and changes in
accrued compensation and accounts payable and accrued compensation, credit cards and other payables, accrued interest, and the cash
correction of loan receivable.liabilities.
There was no cash provided by or used in investing
activities during the threesix months ended MarchJune 31,30, 2026 or 2025. The $1,064 loan receivable balance at December 31, 2025 was written off
as a noncash adjustment during the six months ended June 30, 2026.
There were no financing cash flows reported for the six months ended June 30, 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 increaseddecreased to $131,968$123,906 at MarchJune 31,30,
2026 from $128,735 at December 31, 2025, primarily due to the increasedecreases in cash, partiallythe offsetloan by depreciation of fixed assets and increase
in cash, partially offset by depreciation of fixed assetsreceivable, and the reduction/correctionnet carrying amount of the loan receivable balance.vehicles.
Total liabilities increased to $232,512$243,934 at MarchJune
31,30, 2026 from $220,767$220,766 at December 31, 2025, primarily due to increasesan increase in accrued compensation, creditpartially cards,offset accruedby interest,a anddecrease otherin accounts
accounts payable and accrued liabilities. The Company's SBA loan balance remained $49,700, all of which was classified as long-term at June 30,
March 31, 2026.
The Company continues to operate with a stockholders'
deficit of $(100,544120,028) as of MarchJune 31,30, 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.
CPLX insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding CPLX (13F)
None of the 59 investors we track reported a position in their latest 13F.