Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This "Management's Discussion and Analysis of Financial Condition and Results of Operations" (MD&A) is intended to provide an understanding of our financial condition, changes in financial condition, cash flows, liquidity and results of operations. The following MD&A discussion should be read in conjunction with the financial statements and notes thereto that appear elsewhere in this report. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could differ materially from those discussed or referred to in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed under the caption "Forward-Looking Information and Factors That May Affect Future Results" and under Part I, Item 1A, "Risk Factors."

GENERAL

Overview

Certiplex Corporation is a full-service multi-media company with a multi-operational approach focused on providing business-ready solutions. Our services include business module development, website and mobile app integration and design, SEO (Search Engine Optimization), social media integration, and online video and photography content creation and distribution. In addition, the Company owns licensing rights to the Pro Sun Lighting system for residential and commercial use, which it markets through distribution channels.

Our revenues are derived primarily from multimedia design and development services. While the Company maintains licensing rights, no licensing revenue was generated during the year ended December 31, 2025. Management continues to pursue growth in web and mobile integration services, SEO and marketing services, and potential licensing opportunities.

The Company has been capitalized primarily through operations and prior financing activities. However, we have not yet established a recurring revenue base sufficient to cover operating costs. Management continues to evaluate options for additional capital through equity or debt financing.

Significant Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations discusses the Company's financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of revenues and expenses during the reporting period.

Management bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Revenue Recognition

Revenue consists primarily of fees earned from multimedia services, including website design, SEO services, and business module development. Revenue is recognized when control of the promised goods or services is transferred to the customer, typically upon delivery of services.

The Company also holds licensing rights; however, no licensing revenue was recognized during the year ended December 31, 2025 or 2024.

Results of Operations

Year Ended December 31, 2025 vs. December 31, 2024

Revenue

Revenue for the year ended December 31, 2025 was $143,847, compared to $120,498 for the year ended December 31, 2024. The increase of $23,349 was primarily attributable to higher multimedia and website design service sales.

Cost of Sales and Gross Profit

Cost of sales remained relatively consistent at $22,054 in 2025 compared to $22,089 in 2024.

Gross profit increased to $121,793 in 2025 from $98,409 in 2024, reflecting the increase in revenue while maintaining stable direct costs.

Operating Expenses

Total operating expenses increased to $166,616 in 2025 compared to $154,625 in 2024.

Key changes include:

• 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.

Liquidity and Capital Resources

Year Ended December 31, 2025 Compared to December 31, 2024

As of December 31, 2025, the Company had cash and cash equivalents of $4,666, compared to $10,843 at December 31, 2024.

Net cash used in operating activities for the year ended December 31, 2025 was $(6,177), compared to $(12,028) for the prior year. The reduction in cash used reflects improved operating performance and higher accrued compensation, partially offset by a decrease in accounts payable and accrued liabilities.

Total assets decreased to $128,735 at December 31, 2025 from $136,352 at December 31, 2024, primarily due to reductions in cash and depreciation of fixed assets.

Total liabilities increased to $220,766 at December 31, 2025 from $182,122 at December 31, 2024, primarily due to an increase in accrued compensation, partially offset by lower accounts payable and accrued liabilities and revised SBA loan presentation.

The Company continues to operate with a stockholders' deficit of $(92,032) as of December 31, 2025. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management plans to address this through revenue growth and potential financing.

The Company has no current off-balance sheet arrangements and does not anticipate entering into any such arrangements.

Plan of Operation

The Company plans to continue expanding its core business operations, including website design, multimedia services, SEO services, and business module development. The Company will also continue to pursue monetization opportunities related to its licensing rights.

Management may seek additional financing through equity or debt offerings. At present, the Company has no committed financing arrangements.

The Company is also evaluating potential acquisitions that align with its business model, although no agreements have been executed.

Marketing and Sales Efforts

The Company's marketing efforts will focus on expanding its digital presence through SEO optimization and online marketing initiatives. Sales are expected to be driven primarily through the Company's website and digital channels.

The Company may also explore additional marketing channels, including partnerships and outbound sales strategies, to expand its customer base.

Successful execution of the Company's strategy depends on several factors, including:

• The ability to anticipate and respond to customer demand
• The ability to effectively market and deliver services
• The ability to secure additional financing
• 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.