Feed to the latest filings at the SEC
Date Filed : Sep 15, 2023
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933
(Name of small business issuer in its charter)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification
663 Rancho Santa Fe Rd Suite 628
San Marcos, CA 92078
(Address and telephone number of registrant's principalexecutive offices and principal place of business)
Corporate filings, LLC
1001 S Main Ste 49
Kalispell, MT 59901(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale tothe public: As soon as practicable after this Registration Statement becomes effective.
Ifany of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. [X]
Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.[_]
Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. [_]
Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the SecuritiesAct registration statement number of the earlier effective registration statement for the same offering. [_]
Indicate by check mark whether the registrant is alarge accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
LargeAccelerated Filer [_] Accelerated Filer [_]
NonAccelerated Filer [_] Smaller Reporting Company[X] Emerging Growth company [X]
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED _________________,2023
The registrant hereby amends this registration statementon such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specificallystates that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933or until the registration statement shall become effective on such date as the commission, acting pursuant to said section 8(a), may determine.
The offering price has been estimated solely for thepurpose of computing the amount of the registration fee in accordance with Rule 457(a). Our common stock is not traded on any nationalexchange and in accordance with Rule 457; the offering price was determined by the price shares were sold to our shareholders in a privateplacement memorandum. The selling shareholders may sell shares of our common stock at a fixed price of $ .50 per share until ourcommon stock is quoted on the OTCQB and thereafter at prevailing market prices or privately negotiated prices. The fixed priceof $.50 has been determined as the selling price based upon the original purchase price paid by the selling shareholders of $0.01 plusan increase based on the fact the share will be liquid and registered. There can be no assurance that a market maker will agree tofile the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor canthere be any assurance that such an application for quotation will be approved.
28,200,000 Shares of Common Stock
Price per share: $.50
Total cash proceeds to the Company $0.
Through this prospectus, we are registering for resale28,200,000 shares of common stock. The Company is authorized to issue 75,000,000 shares of common stock, par value $.001 per share. Atthe twelve months ended December 31, 2022, there were 73,200,000 shares of common stock issued and outstanding.
The selling shareholders named in this prospectusare offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of commonstock covered by this prospectus for their own account. There is no present public trading market for the Company's CommonStock and the price at which the Shares are being offered bears no relationship to conventional criteria such as book value or earningsper share. The Company has determined the offering price based, primarily, on its projected operating results. There can beno assurance that the offering price bears any relation to the current fair market value of the Common Stock.
There is no trading market for our common stock.
The sales price to the public will be offered at afixed price of $.50 per share until shares are quoted on the OTCQB and thereafter at prevailing market prices or privately negotiatedprices. We intend to contact an authorized OTCQB market maker for sponsorship of our securities on the OTC, upon effectiveness of thisregistration statement, however, there is no guarantee our common stock will be accepted for quotation on the OTCQB. If our common stockbecomes quoted on the Over-the-Counter Bulletin Board or another exchange, then the sales price to the public will vary according to theselling decisions of each selling shareholder and the market for our stock at the time of resale.
The purchase of our shares involves substantialrisk. See "risk factors" beginning on page 9 for a discussion of risks to consider before purchasing our common stock.
You should rely only on the information containedin this prospectus. We have not, and the Selling Stockholders have not, authorized anyone to provide you with different information. Ifanyone provides you with different information, you should not rely on it. We are not making an offer to sell these securities in anyjurisdiction where the offer or sale is not permitted. You should assume that the information contained in this prospectus is accurateonly as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects mayhave changed since that date.
Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus.Any representation to the contrary is a criminal offense.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETEAND MAY BE CHANGED. WE MAY NOT SELL OUR SHARES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.THIS PROSPECTUS IS NOT AN OFFER TO SELL OUR SHARES, AND IT IS NOT SOLICITING AN OFFER TO BUY OUR SHARES IN ANY STATE WHERE THE OFFER ORSALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED ______________________,2023
TABLE OF CONTENTS
You should read the following summary together withthe more detailed information about our company and the common stock being registered in this offering and our financial statements andthe notes to those statements included elsewhere in this prospectus. The selling stockholders are selling shares of common stock coveredby this prospectus for their own account references in this prospectus to "we," "our," "us", "CC"and the "Company" refer to CERTIPLEX CORPORATION.
The Company was incorporatedin the State of Montana on August 7, 2018, and has been capitalized by the Assets contributed by shareholders through a Private Offeringas well as the revenues from our business operations.
The Company is a full-servicemultimedia company with a multi-operational approach, offering business opportunities through ready-to-sell business modules, websiteand mobile app technology integration, SEO (Search Engine Optimization), and online video and photography content development and distribution.In addition, we own licensing rights to the Pro Sun Lighting system for residential and commercial use.
The Company has an operatinghistory of approximately forty eight (48) months. The Company's primary, current business is as a full-service multi-media Company witha multi operational approach focusing on;
1) Business Ready Opportunitiesthrough ready to sell Business modules.
2) Website and mobile app technologyintegration design and development.
3) SEO and Social Media Integration.
3) Online video and photographycontent development and distribution.
4) Sales of Licensing rightsof our Pro Sun Lighting systems.
The Company possesses various assets, including cash,intangible assets, and equipment. Its income has been derived from selling business modules, developing websites with integrated videoand photo content, providing search engine optimization (SEO) services, selling rights to digital video and photo content, and incorporatingdigital media into website design. The Company has also sold licensing rights for the Pro Sun Lighting System. Management believes thatthese assets, along with cash, equipment, contracts, future revenue streams, rights, and innovative business concepts, will sufficientlyfund the Company for the next twelve months. The Company's objectives include: developing, operating, and leveraging its assets, as wellas creating new products for distribution, in order to establish a sustainable and diversified multimedia organization.
Company Cash Flow
The Company has cash assets derived from the saleof the rights to its digital video and photo content and the integration of digital video and photo content into website design and thesale of licensing rights to the Pro Sun Lighting system. Assuming the Company does not generate any income from the sale orproduction and distribution of current digital video or photo content or commercial video work it still will have sufficient cash to operatefor the next twelve (12) months. In addition, the company has generated income from the sale of Licensing rights to its Pro Sun LightingSystem. Our burn rate is anticipated to be approximately $4,000 per month based on our current projections. If we do not have substantialrevenues, or an infusion of capital by the end of the next 12 months we would not be able to meet our capital requirements. At December31, 2022 we had cash and receivables of $56,462 and for the year ended December 31, 2022 the Company had Revenues of $171,167. AtDecember 31, 2021 we had cash of $85,007 and for the year ended December 31, 2021 the Company had Revenues of $137,687.
Our auditor has issued a going concern opinion inregard to our financial statements, “The accompanying financial statements have been prepared assuming the Company will continueas a going concern. As discussed in Note # 2 to the financial statements, the Company has had minimal operations. This raises substantialdoubt about its ability to continue as a going concern.”
Recently the United States Congress passed the JumpstartOur Business Startups Act of 2012 (the "JOBS Act"), which provides for certain exemptions from various reporting requirementsapplicable to public companies that are reporting companies and are "emerging growth companies." We are an "emerging growthcompany" as defined in Section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and we will continueto qualify as an "emerging growth company" until the earliest to occur of: (a) the last day of the fiscal year during whichwe have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b)the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuantto an effective registration statement under the Securities Act; (c) the date on which we have, during the previous three-year period,issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer,"as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.
Generally, a registrant that registers any class ofits securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by itunder the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrantsthat meet the definition of a "smaller reporting company" in Exchange Act Rule 12b-2, an auditor attestation report on management'sassessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company,we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, evenif we do not qualify as a "smaller reporting company". In addition, as an emerging growth company, we are able to avail ourselvesto the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and to not presentto our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previouslyapproved or present the relationship between executive compensation actually paid and our financial performance. We have irrevocablyelected to comply with new or revised accounting standards even though we are an emerging growth company.
Future Assets and Growth
We will continue to generate limited future incomefrom our assets; however, we cannot provide absolute assurances or estimates of these revenues. The Company anticipates it may operateat a deficit for its next fiscal years and may expend most of its available capital. The Company's cash on hand is, primarily, budgetedto cover the anticipated costs to market its web site integration services, business modules, licensing rights, and for various administrativecosts associated with developing and operating the businesses going forward including costs for legal, accounting and Transfer Agent services.We believe that the Company will have sufficient capital to operate its businesses over the next twelve (12) months. There can be no assurances,however, that actual expenses incurred will not materially exceed our estimates or that cash flows from our existing Assets will be adequateto maintain our businesses.
Our business model is predicated on the assumptionthat we can continue to generate multiple revenue streams from various worldwide media sources from our existing assets and from productswe intend to develop, produce and distribute over the next fiscal year and that we can, successfully, manage our costs by capitalizingon new and emerging digital technologies, business developments and our management. Although the Company has generated revenues, it anticipatesit may lose money in its next, full year of operation and it shall require raising additional capital to develop its concepts. The Companymay plan on filing for a Secondary offering of its stock to raise capital for its projects and concepts which will result in further dilutionto shareholders.
The Company's primary manager, its CEO, Varton Berian,has limited experience and expertise in the multi media and related industries and has little experience operating a public company. TheCompany will continue to seek consultation from those persons more adept in the multi-media industry possibly as a director, employee,or outside consultant. Until such time as the Company is more established and capitalized, we will not be able to employ any personnelon a full-time basis. (For Details on our Business Plan Please See: Description of Business, p. 19) .
The following individuals and entities are consideredfounding shareholders of our Company.
Terms of the Offering
The selling shareholders named in this prospectusare offering all of the shares of common stock offered through this prospectus. The selling stockholders are selling shares of commonstock covered by this prospectus for their own account.
We will not receive any of the proceeds from the resaleof these shares. The offering price of $.50 was determined by the price shares were sold to our shareholders in a private placement memorandumplus an increase based on the fact the shares will be liquid and registered. $.50 is a fixed price at which the selling security holdersmay sell their shares until our common stock is quoted on the OTCQB or another Exchange, at which time the shares may be sold at prevailingmarket prices or privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documentswith FINRA nor can there be any assurance that such an application for quotation will be approved. We have agreed to bear the expensesrelating to the registration of the shares for the selling security holders.
SUMMARY FINANCIAL DATA
The following summary financial data should be readin conjunction with "Management's Discussion and Analysis and Results of Operations" and the Financial Statements andNotes thereto, included elsewhere in this prospectus. The statement of operations and balance sheet data from the year ended December31, 2021 and 2022 are derived from our audited and financial statements.
ABOUT THIS OFFERING
Description of Selling Stockholders
Through this prospectus, we are registering for resale28,200,000 shares of common stock. The Company is authorized to issue 75,000,000 shares of common stock, par value .001 per share. Atthe twelve months ended December 31, 2022, there were 73,200,000 shares of common stock issued and outstanding.
The names and share amounts of the selling stockholdersare set forth under "Selling Stockholders and Plan of Distribution" in this prospectus. None of the selling stockholdersare officers, directors or 10% or greater stockholders of our company nor are any affiliated or associated with any broker-dealers.
YOU SHOULD CAREFULLY CONSIDER THE POSSIBILITY THATYOUR ENTIRE INVESTMENT MAY BE LOST. AS SUCH, YOU ARE ENCOURAGED TO EVALUATE THE FOLLOWING RISK FACTORS AND ALL OTHER INFORMATION CONTAINEDIN THIS PROSPECTUS BEFORE PURCHASING OUR COMMON STOCK. OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. ANY OF THE FOLLOWING RISKS COULDADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS, AND COULD RESULT IN COMPLETE LOSS OF YOUR INVESTMENT.
We have a limited operating history that you canuse to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complicationsand delays frequently encountered by a small developing company.
We were incorporated in Montana on August 7, 2018.We have limited financial resources and only limited revenues to date. The likelihood of our success must be considered in light of theproblems, expenses, difficulties, complications and delays frequently encountered by a small developing company starting a new businessenterprise and the highly competitive environment in which we will operate. Since we have a limited operating history, we cannot assureyou that our business will be profitable or that we will ever generate sufficient revenues to fully meet our expenses and totally supportour anticipated activities.
All of our capital and assets have been providedby or acquired from our principal shareholders, revenues and through a Private Placement of the shares being registered. We estimate thatwe will have sufficient capital to operate for the next twelve (12) and sufficient capital to develop and market our commercial services.We cannot assure you, however, that we will be able to sustain the business for the long term nor that we may not need to obtain additionalcapital in the future. We can also not assure you that we will be able to obtain any required financing on a timely basis, or if obtainable,that the terms will not materially dilute the equity of our current stockholders. If we are unable to obtain financing on a timely basis,we may have to curtail our business objectives significantly or entirely, which could result in our having to discontinue some of ouroperations and plans.
We depend highly on our current president who haslimited experience in running a public company.
We depend highly on Varton Berian, our CEO and Director,who may be difficult to replace. Varton Berian at this point, only devotes approximately 80% of his time (approximately 32 hours) perweek to our business, has only several years of industry experience. Our plan of operations is dependent upon the continuing support andbusiness expertise of Mr. Berian.
Loss of our CEO could adversely affect our business.
Loss of Mr. Berian could slow the growth of our business,or it may cease to operate at all, which may result in the total loss of investor's investments. Mr. Berian received a salary of $38,400in 2021 and $41,400 in 2022 of which $69,150 has accrued at the year ended 2022. He has also received forty-five million (45,000,000)shares of stock at a price of $.001 per share valued at $45,000 at the time of issuance. It is unknown, at this time, if or when the Companymay be able to further compensate Mr. Berian for his management services.
Our management has limited experience in runninga public company.
Mr. Berian, has limited experience in running a publiccompany. He is vaguely familiar with the reporting requirements of the Securities and Exchange Commission. Mr. Berian will rely on theexpertise of outside counsel to insure proper filing and the meeting of deadlines.
Our auditors have issued a going concern opinion.
Our auditors have issued a going concern opinion onour audited financial statements as follows, “The accompanying financial statements have been prepared assuming the Company willcontinue as a going concern. As discussed in Note # 1 to the financial statements, the Company has had minimal operations. This raisessubstantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also describedin Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.” (seepage 30)
There are increased costs and regulations associatedwith operating a public company and we will have limited internal accounting controls.
There are a number of expenses and costs associatedwith operating a public Company including filing expenses, transfer agent, stock issuance and maintenance costs, accounting, legal andauditing expenses that will materially increase the Company's operating expenses and make it more difficult for the Company's businessesto produce operating profits. Projected cost for the next 12 months associated with the operation aspects of being a public company areprojected to be approximately $30,000. Our CEO has limited experience managing a public company. With only one officer and director therewill be no internal oversight to the Company's financial reporting, initially, except from the Company's outside auditors.
Upon completion of the offering stockholders willown a minority percentage of the Company's stock.
Varton Berian owns approximately 62% of our outstandingcommon shares and will continue to do so after the filing of this Registration Statement. As a consequence of his stock ownership position,Mr. Berian will retain the ability to elect a majority of our board of directors, and thereby control our management. Varton Berian alsohas the ability to control the outcome of corporate actions requiring stockholder approval, including mergers and other changes of corporatecontrol, any private transactions, and other extraordinary transactions. The concentration of ownership by Mr. Berian could discourageinvestments in our Company or prevent a potential takeover of our company which will have a negative impact on the value of our securities.
Because of competitive pressures from competitorswith more resources, the Company may fail to implement its business model profitably.
The Internet content industry is highly fragmentedand extremely competitive. The market for customers is intensely competitive and such competition is expected to continue to increase(see "Competition"). We believe that our ability to compete depends upon many factors within and beyond our control, includingthe timing and market acceptance of new solutions and enhancements to existing businesses developed by us, our competitors, and theiradvisors.
We may be unable to compete with larger or moreestablished Internet companies.
We face a large and growing number of competitorsin the Internet industry. Many of these competitors have substantially greater financial, technical and marketing resources, larger customerbases, longer operating histories, greater name recognition, and more established relationships in the industry than does the Company.As a result, certain of these competitors may be in better positions to compete with us for product and audiences. We cannot be sure thatwe will be able to compete successfully with existing or new competitors.
We have acquired the licensing rights to the ProSun Lighting System. We may not be able to implement our plan to sell the systems.
There is no assurance that even if we are able todevelop a market and sell the Pro sun Lighting System it will be met with success or be profitable. We face competition from many developersof lighting systems most of which have far greater resources and expertise than we do.
In the event we are unable to acquire additionalfinancing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of any shareholder'sinvestment.
Due to our limited operating history, we will haveto use all of our existing resources to complete and market our products and develop our distribution channels.
Following this offering we may need to raise additionalfunds to expand our operations. We will receive no proceeds from this offering. We may raise additional funds through private placements,registered offerings, debt financing or other sources to maintain and expand our operations, although at this time there is no plan ineffect to do so. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantlymore adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementingour business plan, and our stockholders will lose part or all of their investment.
Our products or processes could give rise to claimsthat our products infringe on the rights of others.
We are potentially subject to claims and litigationfrom third parties claiming that our products or processes infringe on their patent or other proprietary rights. Currently such claimsand litigation could potentially apply to our products under development. If any such actions are successful, in addition to any potentialliability for damages, we could be required to obtain a license in order to continue to produce, use or sell the affected product or process.Litigation, which could result in substantial costs to us, may also be necessary to enforce our proprietary rights and/or to determinethe scope and validity of the proprietary rights of others. Any intellectual property litigation would be costly and could divert theefforts and attention of our management and technical personnel, which could have a material adverse effect on our business, financialcondition, and results of operations. We cannot assure you that infringement claims will not be asserted in the future or that such assertions,if proven to be true, will not prevent us from selling our products or materially and adversely affect our business, financial condition,and results of operations.
We may be unable to scale our operations successfully.
Our growth will place significant demands on our managementand technology development, as well as our financial, administrative, and other resources. We cannot guarantee that any of the systems,procedures and controls we put in place will be adequate to support the commercialization of our operations. Our operating results willdepend substantially on the ability of our officers and key employees to manage changing business conditions and to implement and improveour financial, administrative, and other resources. If we are unable to respond to and manage changing business conditions, or the scaleof our products, services, and operations, then the quality of our services, our ability to retain key personnel and our business couldbe harmed.
The lack of experience in all of the businesseswe are entering could impact our return on investment, if any.
As a result of our reliance on our officers and theirlack of experience in developing comparable media content, our investors are at risk in losing their entire investment. The company intendsto hire personnel in the future who will have the experience required to manage our company, when the company is sufficiently capitalized.Until such management is in place, we are reliant upon our officers to make the appropriate management decisions.
As there is no public market for our common shares,they are an illiquid investment and investors may not be able to sell their shares.
No market currently exists for our securities, andwe cannot assure you that such a market will ever develop, or if developed, will be sustained.
There is no established public trading market forour common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurancethat a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application forquotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of atrading market, an investor may be unable to liquidate their investment.
If our shares of common stock are actively tradedon a public market, they will in all likelihood be penny stocks.
The securities enforcement and penny stock reformact of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as apenny stock. Sec regulations generally define a penny stock to be an equity security that has a market or exercise price of less than$5.00 per share, subject to certain exceptions. Such exceptions include any equity security listed on Nasdaq and any equity security issuedby an issuer that has net tangible assets of at least $100,000, if that issuer has been in continuous operation for three years. Unlessan exception is available, the regulations require delivery, prior to any transaction involving a penny stock, of a disclosure scheduleexplaining the penny stock market and the associated risks. The penny stock rules require a broker-dealer, prior to a transaction in apenny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about pennystocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bidand offer quotations for the penny stock, details of the compensation of the broker-dealer and its salesperson in the transaction, andmonthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations andbroker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to effecting the transactionand must be given in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transactionin a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stockis a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirementsmay have the effect of reducing the level of trading activity in the secondary market for securities that become subject to the pennystock rules. Since our securities are highly likely to be subject to the penny stock rules, should a public market ever develop, any marketfor our shares of common stock may not be liquid.
Because our securities may be subject to pennystock rules, you may have difficulty reselling your shares.
Since our stock may be subject to penny stock rules,you may have difficulty reselling your shares. Penny stocks are covered by section 15(g) of the securities exchange act of 1934 whichimposes additional sales practice requirements on broker/dealers who sell the company's securities including the delivery of a standardizeddisclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishingmonthly account statements. For sales of our securities, the broker/dealer may be required to make a special suitability determinationand receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices couldadversely affect a shareholder's ability to dispose of his stock.
This registration statement contains forward lookingstatements which are speculative in nature.
This registration statement contains forward-lookingstatements. These statements relate to future events or our future financial performance. Forward looking statements are speculative anduncertain and not based on historical facts. Because forward-looking statements involve risks and uncertainties, there are important factorsthat could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including thosediscussed under "business description" and "corporate background" although the company believes that the expectationsreflected in the forward-looking statements are reasonable, future results, levels of activity, performance, or achievements cannot beguaranteed. The reader is advised to consult any further disclosures made on related subjects in our future sec filings.
We have not paid, and do not intend to pay, cashdividends in the foreseeable future.
We have not paid any cash dividends on our commonstock and do not intend to pay cash dividends in the foreseeable future. We intend to retain future earnings, if any, for reinvestmentin the development and expansion of our business. Dividend payments in the future may also be limited by other loan agreements or covenantscontained in other securities that we may issue. Any future determination to pay cash dividends will be at the discretion of our boardof directors and depend on our financial condition, results of operations, capital and legal requirements and such other factors as ourboard of directors deems relevant.
USE OF PROCEEDS
The selling stockholders are selling shares of commonstock covered by this prospectus for their own account. We will not receive any of the proceeds from the resale of these shares. We haveagreed to bear the expenses relating to the registration of the shares for the selling security holders.
DETERMINATION OF OFFERING PRICE
Since our shares are not listed or quoted on any exchangeor quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined bythe price shares were sold to our shareholders in our private placement pursuant to an exemption under Rule 144 of the Securities Actof 1933.
The offering price of the shares of our common stockhas been determined arbitrarily by us and does not necessarily bear any relationship to our book value, assets, past operating results,financial condition, or any other established criteria of value. The facts considered in determining the offering price were our financialcondition and prospects, our limited operating history, and the general condition of the securities market. Although our common stockis not listed on a public exchange, we will be filing to obtain a quotation on the OTCQB after the SEC declares this prospectus effective.In order to be quoted on the OTCQB, a market maker must file a 15c-211 application on our behalf in order to make a market for our commonstock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurancethat such an application for quotation will be approved.
In addition, there is no assurance that our commonstock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market whichmay develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.
The common stock to be sold by the selling shareholdersis common stock that is currently issued. Accordingly, there will be no dilution to our existing shareholders.
SELLING SECURITY HOLDERS
The shares being offered for resale by the sellingstockholders consist of the 28,200,000 shares of our common stock held by 85 shareholders of our common stock as of December 31, 2022.
The following table sets forth the name of the sellingstockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of December 31, 2022, andthe number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered topermit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However,the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligatedto sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnishedby the selling stockholders.
*Listen LLC –Jeff Phillips., Manager (who has voting rights and dispositive power with regards to the shares held by Listen LLC)
*Kaizen Kami Corp, President, Rosalia Aielo(who has voting rights and dispositive power with regards to the shares held by Kaizen Kami Corp.)
*Tech Central, Inc. – Joseph Lewis, President,(who has voting rights and dispositive power with regards to the shares held by Tech Central, Inc.)
*777 Capital – Roy Wilson Jr., President, (whohas voting rights and dispositive power with regards to the shares held by 777 Capital)
*Tala Media Corp., President, Jesse Acuna (who hasvoting rights and dispositive power with regards to the shares held by Tala Media Corp.)
*BearCreek Resources Corporation, Gabriel Grabowski,President, (who has voting rights and dispositive power with regards to the shares held by BearCreek Resources Corporation)
*Rising Phoenix International – Anthony Wilson,President, (who has voting rights and dispositive power with regards to the shares held by Rising Phoenix International
*Flurochem Inc. Kurt Baum, President, (who has votingrights and dispositive power with regards to the shares held by Flurochem Inc.)
*International Partners Holdings Edward L. Gheiler,(who has voting rights and dispositive power with regards to the shares held by International Partners Holdings)
MMT Corp. Joe Lewis, President, (who has voting rightsand dispositive power with regards to the shares held by MMT Corp.)
*Medina Financial Services Inc., Hector Medina, President(who has voting rights and dispositive power with regards to the shares held by Medina Financial Services Inc)
*New Sky Holdings, LLC – Brad Walker, Manager,(who has voting rights and dispositive power with regards to the shares held by New Sky Holdings, LLC)
To our knowledge, none of the selling shareholdersor their beneficial owners:
PLAN OF DISTRIBUTION
The selling security holders may sell some or allof their shares at a fixed price of $.50 per share until our shares are quoted on the OTCQB and thereafter at prevailing market pricesor privately negotiated prices. Prior to being quoted on the OTCQB, shareholders may sell their shares in private transactions to otherindividuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCQB when thisRegistration Statement is declared effective by the SEC. In order to be quoted on the OTCQB, a market maker must file an application onour behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessarydocuments with FINRA nor can there be any assurance that such an application for quotation will be approved. However, sales by a sellingsecurity holder must be made at the fixed price of $.50 until a market develops for the stock.
The Selling Stockholder and intermediaries throughwhom such securities are sold may be deemed "underwriters" within the meaning of the Securities Act of 1933,as amended (the "Securities Act"), in which event profits, discounts or commissions received by such persons may be deemedto be underwriting commissions under the Securities Act.
All expenses of the registration of securities coveredby this Prospectus are to be borne by the Company, except that the Selling Stockholder will pay any applicable underwriters' commissions,fees, discounts or concessions or any other compensation due any underwriter, broker or dealer and expenses or transfer taxes.
Once a market has been developed for our common stock,the shares may be sold or distributed from time to time by the selling stockholders directly to one or more purchasers or through brokersor dealers who act solely as agents, at market prices prevailing at the time of sale, at prices related to such prevailing market prices,at negotiated prices or at fixed prices, which may be changed. The distribution of the shares may be affected in one or more of the followingmethods:
In addition, the selling stockholders may enter intohedging transactions with broker-dealers who may engage in short sales, if short sales are permitted, of shares in the course of hedgingthe positions they assume with the selling stockholders. The selling stockholders may also enter into option or other transactions withbroker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to thisprospectus.
Brokers, dealers, or agents participating in the distributionof the shares may receive compensation in the form of discounts, concessions, or commissions from the selling stockholders and/or thepurchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensationas to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders nor we can presently estimatethe amount of such compensation. We know of no existing arrangements between the selling stockholders and any other stockholder, broker,dealer, or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of theselling security holders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, includinglegal and accounting fees, and such expenses are estimated to be approximately $25,488.
DESCRIPTION OF SECURITIES TO BE REGISTERED.
Our authorized capital stock consists of 75,000,000Shares of common stock, $0.001 par value per Share. There are no provisions in our charter or by-laws that would delay, defer or preventa change in our control.
We are authorized to issue 75,000,000 shares of commonstock, $0.001 par value per share. Currently we have 73,200,000 common shares issued and outstanding. We do not have any holdingperiod requirements for our common stock.
The holders of our common stock have equal ratablerights to dividends from funds legally available if and when declared by our board of directors and are entitled to share ratably in allof our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs. Our commonstock does not provide the right to a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisionsor rights. Our common stockholders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.
We refer you to our Articles of Incorporation andBylaws for a more complete description of the rights and liabilities of holders of our securities. All material terms of our common stockhave been addressed in this section.
Holders of shares of our common stock do not havecumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors,can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be ableto elect any of our directors.
We have not paid any cash dividends to shareholders.The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, ourcapital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intentionnot to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
There are no outstanding warrants to purchase oursecurities.
There are no options to purchase our securities outstanding.
No Public Market for Common Stock
There is presently no public market for our commonstock. We anticipate applying for quotation of our common stock on the OTCQB upon the effectiveness of the registration statement of whichthis prospectus forms a part.
There are several requirements for listing our shareson the OTCQB, including:
No Broker Is Being Utilized In This Offering
This offering does not involve the participation ofan underwriter or broker, and as a result, no broker for the sale of our securities will be used.
No Escrow of Proceeds
There will be no escrow of any of the proceeds ofthis offering since the Company has already received all proceeds from its Private Placement. Accordingly, we already have use of allfunds we have raised. These funds shall be non-refundable to subscribers except as may be required by applicable law.
Penny Stock Reform Act of 1990
The Securities Enforcement and Penny Stock ReformAct of 1990 require additional disclosure for trades in any stock defined as a penny stock. The Securities and Exchange Commission hasadopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share,subject to exceptions. Under this rule, broker/dealers who recommend these securities to persons other than established customers andaccredited investors must make a special written suitability determination for the purchaser and receive the purchaser's written agreementto a transaction before sale. Our shares will probably be subject to the Penny Stock Reform Act, thus potentially decreasing the abilityto easily transfer our shares.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as havingprepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or uponother legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, oris to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents orsubsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principalunderwriter, voting trustee, director, officer, or employee.
The financial statements included in this prospectusand the registration statement have been audited by Accell Audit & Compliance, PA, to the extent and for the period set forth in theirreport appearing elsewhere herein and in the registration statement and are included in reliance upon such report given upon the authorityof said firm as experts in auditing and accounting.
Mont E Tanner, Esq., has rendered an opinion as tothe validity of shares being registered and the corporate documents of the Company.
DESCRIPTION OF BUSINESS
The Company was incorporated in the State of Montanaon August 7, 2018, and has been capitalized by the Assets contributed by shareholders through a Private Offering as well as the revenuesfrom operations.
We are a full-service multi-media Company with a multioperational approach focusing on;
1) Business Ready Opportunitiesthrough our ready to sell Business modules.
3) SEO (Search Engine Optimization)and Social Media Integration.
4) Online video and photographycontent development and distribution
In addition, the company ownsthe licensing rights to the Pro Sun Lighting system for both residential and commercial use which we market to distributors.
WEBSITE AND MOBILE APP TECHNOLOGY INTEGRATION DESIGNAND DEVELOPMENT.
Websites are a unique mix of textual content, photos,sometimes video and often times apps, (which are designed as plug-ins to websites or for mobile devices); all aiding in the conveyanceof a website’s message whether business related or personal. We offer products and solutions to help our customers stand out inthe ever-changing internet environment.
Video and photography are an integral part of allonline experiences, in our opinion, possibly one of the best marketing tools for businesses online. Clients need us to aid in placingor installing video and photography content on their existing websites or mobile device applications. We combine the integration of websiteand application development with video production and photography to provide a better visual experience for the end user of online weband mobile devices.
With Smartphone’s becoming one of the main sourcesof internet traffic; in addition to our video and photo content we are currently assisting clients in implementation of website and apptechnologies that will update their existing websites to a more responsive mobile platform enabling client’s websites to be optimizedfor Smartphone’s and app devices. We assist clients installing third party apps that improve their website or mobile device experience.
Each of our content services, whether video,photos, apps, or a combination, can function independently, as its own business unit, or also function as support material for adjacentservices. For example, a client may hire us to create content as well as to implement the content on their website.
Our Content services include:
Recently Facebook stated [http://media.fb.com/2015/01/07/what-the-shift-to-video-means-for-creators/] “We’re increasingly seeing a shift towards visual content on Facebook, especially with video. In just one year, the numberof video posts per person has increased 75% globally and 94% in the US. And with people creating, posting, and interacting with more videoson Facebook, the composition of News Feed is changing. Globally, the amount of video from people and brands in News Feed has increased3.6x year-over-year.”
Video And Photography Content Development
We believe information can be communicated much moreeffectively and powerfully with photography and video than with plain text. Producing high quality video requires a skill set that isdifferent than those required to produce text. Quality video and images are thus becoming more in demand by businesses.
Through the combination of original content and experiencewe offer what we consider to be sophisticated content services at competitive rates.
We also assist in script writing for content videosat an additional fee.
For unique situations we use 4k footage shot witha drone. Video and/or photos shot from a drone add a perspective that in the past could only be attained through the use of a helicopter,which was very expensive.
Acquisition of Footage
The company believes it can profit from the buyingand selling of existing footage. We often acquire stock footage from outside sources for use in client’s websites and social mediacampaigns.
SEO stands for “search engine optimization.”In simple terms, it means the process of improving your site to increase its visibility when people search for products or services relatedto your business in Google, Bing, and other search engines. The better visibility your pages have in search results, the more likely youare to garner attention and attract prospective and existing customers to your business.
Search engines such as Googleand Bing use bots to crawl pages on the web, going from site to site, collecting information about those pages and putting them in anindex. Think of the index like a giant library where a librarian can pull up a book (or a web page) to help you find exactly what you’relooking for at the time.
Next, algorithms analyze pagesin the index, taking into account hundreds of ranking factors or signals, to determine the order pages should appear in the search resultsfor a given query. In our library analogy, the librarian has read every single book in the library and can tell you exactly whichone will have the answers to your questions.
Our SEO success factors canbe considered proxies for aspects of the user experience. It’s how search bots estimate exactly how a website or web page can givethe searcher what they’re searching for.
Unlike paid search ads, youcan’t pay search engines to get higher organic search rankings, which means SEO experts have to put in the work. That’s wherewe come in.
The search algorithms are designedto surface relevant, authoritative pages and provide users with an efficient search experience. Optimizing your site and content withthese factors in mind can help your pages rank higher in the search results.
SEO is a fundamental part ofdigital marketing because people conduct trillions of searches every year, often with commercial intent to find information about productsand services. Search is often the primary source of digital traffic for brands and complements other marketing channels. Greater visibilityand ranking higher in search results than your competition can have a material impact on your bottom line.
However, the search resultshave been evolving over the past few years to give users more direct answers and information that is more likely to keep users on theresults page instead of driving them to other websites.
In sum, SEO is the foundationof a holistic marketing ecosystem. When you understand what your website users want, you can then implement that knowledge across yourcampaigns (paid and organic), across your website, across your social media properties, and more.
Social media has evolved froma space for personal interaction into a vibrant marketing channel for businesses of all sizes. Today, social media is a must-have forany small business – regardless of what industry you’re in. Whether a company has a strong social presence or is looking tostep up its game, the benefits of social media marketing is a key component of business in today’s world.
Social Media Campaigns:
There are a number of platformsbusinesses use for social media campaigns. Below are a few social media platforms:
To date the company’s revenues have come fromthe creation of websites and content and content implementation for websites. The company plans to continue marketing to potential andexisting clients via its website. To date the company has not entered into any agreements for funding our marketing endeavors.
According to the Small Business Administration thereare 33.2 million small businesses in the U.S., composing 99.9 percent of all American businesses. Our focus is to help small businessessucceed online. Small business owners, including sole proprietors, have limited support staff and must devote most of their time to runningthe daily operations of their businesses. They often have limited knowledge of how to build a web presence and limited time to acquirethe skills to do so. At the same time, there is growing acceptance among these small business owners that an effective Internet presenceis critical to their marketing efforts and there is evidence that these businesses are shifting their marketing budgets from traditionalmedia to online channels.
Our marketing activities are principally focused onacquiring new clients and promoting products and services to our existing customers. To date much of our marketing has been towards existingcustomers, word of mouth referrals and online searches.
While we plan on expanding the marketing of our servicesin as cost-efficient manner as possible through web implemented advertising, some of our advertising campaigns will have associated costs.We anticipate a yearly cost of marketing to range on the low end of $10,000 to a high end of $50,000 per year.
We plan on expanding our marketing through the followingmeans;
1) By engaging in SEO implementation:
SEO or Search engine optimization enablesour products to be readily visible through web searches on sites such as google, yahoo, chrome or Safari to name a few.
2) Through Social media:
By using social media sites such as Twitter\X,Facebook, YouTube, Vimeo, Instagram, Snapchat, TikTok and others to advertise our services.
We provide solutions that enable individuals,businesses and organizations to establish an online presence, connect with customers and manage their ventures. The market for providingthese solutions is highly fragmented with some vendors providing part of the solution, and others providing a total solution. These solutionsare rapidly evolving, creating opportunity for new competitors to enter the market with newly developed product solutions or by addressingspecific segments of the market.
Competition within media providers include:
Competition withinweb content and app development include sites such as:
We expect ever increasing competitionfrom competitors in the content and presence markets, as well as potential increased competition from companies like Amazon, Google andMicrosoft, all of which are providers of internet services which also sell visual content.
We believe the principal competitive factors to include:product capabilities that meet customer requirements, a secure, reliable and integrated technology platform, cost-effective customer acquisition,brand awareness and reputation, customer service and support and overall customer satisfaction. We believe that we compete favorably withrespect to each of these factors. For additional information, see “Risk Factors.”
Technology and the internetare transforming commerce. Consumers now expect to be able to transact anywhere, anytime on any device and the experience needs to besimple, seamless and secure. Consumers quickly become accustomed to the standards set by the largest and most innovative merchants andexpect a comparable experience with all merchants, even those that have only been in business for one day. Without the latest technology,it is difficult for merchants to meet the rising demands of consumers. The multi-media industry offering web site designs, SEO, SocialMedia and web content is constantly expanding.
About 1.79 billion different people bought somethingonline last year.
The number of people shoppingonline is steadily increasing year by year. In 2021, over 1.79 billion people made at least one purchase over the internet. (Source: Statista.com)
88% of all onlineshoppers perform online research before buying a product.
Just because people arehasty doesn’t mean they don’t do their due diligence. About 88% of consumers research online before purchasing a productto ensure they’re getting a good deal on an item. (Source: Pymnts.com)
Amazon has a $1.32trillion market cap as of 2023.
Amazon is the giga-corporationthat dwarfs all other mega-corporations, with an estimated market cap of 1.32 trillion dollars to date in 2023. In comparison, Apple’smarket cap at the end of the 2015 fiscal year was a mere 318 billion dollars (Source: Pymnts.com)
70% of small-to-mid-sizedbusinesses (SMBs) are investing more in their digital presence.
If you want to know howa local economy is doing and the future trends of businesses, you should always look at the small guys. Small businesses are usually thequickest to adapt to new things. Looking at them now shows that about 70% of SMBs are investing more in their digital presence, activelyshowing that the future of business is on the digital landscape. (Source: Pymnts.com)
36% of all small or personalbusinesses are making their sales on the internet.
Small businesses pop upand go away in record time, but those who stay have a chance at becoming the next big thing. It’s important to note that most peoplethese days aren’t opening up shops, they’re starting their online stores. About 36% of all personal businesses are makingsales over the internet. (Source: Dataforgood.fb.com)
Global eCommerce retail salesare expected to reach $5 trillion by 2022.
eCommerce is pretty big,and it’s only getting bigger as time goes by. The global eCommerce market was valued at 14.30 trillion USD in 2021. (Source: Statista.com)Ecommerce is expected to grow by 8.9% in 2023. (https://www.insiderintelligence.com/content/global-retail-ecommerce-forecast-2023)
Hybrids of eCommerce andsocial media are on the rise.
As the internet grows, theline between existing platforms, media, and technologies becomes more blurred. Social media platforms such as Facebook are slowly addingeCommerce elements to their websites, allowing customers to purchase things without ever leaving the social media platform.
According to Statista, current market datastates that 25 percent of global internet users consume online video every day, with 24 percent of U.S. internet users doing so. GoogleSites, which include YouTube, are ranked at the top of U.S. online video properties, currently attracting approximately 368 million usersper day (https://thesocialshepherd.com/blog/youtube-statistics). Other popular U.S. video sites are Yahoo! Sites, VEVO and NDN, whichstand out due to user engagement or number of streams. With the increasing usage of mobile device such as smartphone and tables, thecurrent worldwide mobile video traffic is also estimated to amount to 1.46 million TB (terabytes) per month. The number of mobile phonevideo viewers in the United States is projected to reach 307 million in 2023. [http://www.statista.com/topics/1137/online-video/]
We offer income producing vendingmodules and supplies. We are the sole manufacturers and distributors of the "Candy That Cares" line of vending supplies.
These days, so many peopleare looking for a side gig, extra income, part time work etc. This business gives everyone the ability to be a vending route operatorand make money with the ability to make their own hours and be their own boss.
A module typically consistsof the following:
We market our business modulesvia our websites. We also use SEO, and social media to reach customers.
PRO SUN LIGHTS
We acquired the non-exclusive licensing rights forthe Pro Sun LED Lighting System.
The Pro-Sun Horticultural GrowLamp is an efficient commercial LED lighting solutions available to legal marijuana growers in North America. The Pro-Sun lighting systemoffers a passively cooled LED lighting solution to Marijuana growers worldwide. The Pro-Sun Passive cooling system can help reduce thepower use for growers compared to traditional HPS and Metal Halide bulbs and more recently conventional fan cooled LED Grow light systems.
The Pro-Sun LED has a seriesof diffusion lenses which simulate natural daylight and enhance the grow cycle, which we believe helps to reduce the grow time for theplants.
In the United States, cultivationlicenses have become one of the most sought after and competitive applications as growers want to take advantage of this growth opportunity.Some cannabis cultivation operations are capable of yielding more than 50,000 pounds of flower. Currently Colorado, one of the leadersin the "green rush" has over 1,400 licensed cultivators.
In Mendocino County California,over 850 applications for cultivation licenses were received by March of 2018. Indoor growing of cannabis has become the most popularand sustainable method. As fierce competition grows, LED lights have become more popular among growers as a way of reducing cost. Thisis not just only for cannabis, but the entire horticulture industry.
Currently we have only focused only on marketing thelicensing rights to distributors for the Pro Sun Light system through social media. We have not sold any of the lighting systems.
Our business is subject to regulation by federaland state laws in the United States and the laws of other jurisdictions in which we do business.
Advertising and promotional information presentedon our websites and in our products, and our other marketing and promotional activities, are subject to federal and state consumer protectionlaws that regulate unfair and deceptive practices. U.S. federal, state, and foreign legislatures have also adopted laws and regulationsregulating numerous other aspects of our business. Regulations relating to the Internet, including laws governing online content, userprivacy, taxation, liability for third-party activities and jurisdiction, are particularly relevant to our business. Such laws and regulationsare discussed below.
Communications Decency Act. TheCDA regulates content of material on the Internet and provides immunity to Internet service providers and providers of interactive computerservices for certain claims based on content posted by third parties. The CDA and the case law interpreting it generally provide thatdomain name registrars and website hosting providers cannot be liable for defamatory or obscene content posted by customers on their serversunless they participate in creating or developing the content.
Digital Millennium Copyright Act. TheDMCA provides a safe harbor from liability for third-party copyright infringement. To qualify for the safe harbor, however, registrarsand website hosting providers must satisfy numerous requirements, including adoption of a user policy that provides for termination ofservice access of users who are repeat infringers, informing users of this policy, and implementing the policy in a reasonable manner.In addition, registrars and website hosting providers must expeditiously remove or disable access to content upon receiving a proper noticefrom a copyright owner alleging infringement of its protected works. A registrar or website hosting provider that fails to comply withthese safe harbor requirements may be found liable for copyright infringement.
Lanham Act. The Lanham Act governstrademarks and false advertising. Case law interpreting the Lanham Act has limited liability for many online service providers such assearch engines and domain name registrars. Nevertheless, there is no statutory safe harbor for trademark violations comparable to theprovisions of the DMCA and we may be subject to a variety of trademark claims in the future.
Privacy and Data Protection. In the areasof personal privacy and data protection, the U.S. federal and various state and foreign governments have adopted or proposed limitationson, and requirements associated with, the collection, distribution, use, storage, and security of personal information of individuals.
Intellectual Property & Proprietary Rights
We regard substantial elements of our businesses andwebsite as proprietary and we shall attempt to protect them by relying on copyright, trademark, service mark and trade secret laws, restrictionson disclosure and transferring title and other methods. To date we have no copyrights or trademarks that have been applied for.
We are a new, developing company and currently haveonly one part-time employee, Varton Berian our CEO and Varton Berian, Secretary Treasurer, who has been paid in restricted shares of Companystock and a salary of $38,400 in 2021 and $41,400 in 2022 of which $69,150 has accrued at the year ended 2022. We may engage independentcontractors in the future.
As an issuer whose securities will be registered undersection 12(g) of the Exchange Act, we will be required to file periodic reports with the SEC. The public may read and copy any materialsthat we file with the SEC at the SEC's Public Reference Room at 100 F Street N.E., Washington, DC 20549. The public may obtain informationon the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 or 1- 202-942-8090. The SEC maintains an internet sitethat contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.The address of that site is http://www.sec.gov.
Bankruptcy or Receivership or Similar Proceedings
Neither the Company nor any of its officers, directorsor beneficial shareholders (greater than 10%) are involved in any litigation or legal proceedings involving the business of the Company.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under the "ProspectusSummary," "Risk Factors," "Management Discussion and Analysis", "Business Description" and elsewherein this prospectus constitute forward-looking statements. The "safe harbor" for forward-looking statements does not apply tothis offering since it is an initial public offering of our securities. These statements involve known and unknown risks, uncertaintiesand other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different fromany future results, levels of activity, performance, or achievement expressed or implied by such forward-looking statements. Such factorsinclude, among other things, those listed under "Risk Factors" and elsewhere in this prospectus.
In some cases, you can identify forward-looking statementsby terminology such as "may," "will," "should," "could," "intend", "expects,""plan," "anticipates," "believes," "estimates," "predicts," "potential," or"continue" or the negative of such terms or other comparable terminology.
Although we believe that the expectations reflectedin the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.We are under no duty to update any of the forward-looking statements after the date of this prospectus.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERSAND CONTROL PERSONS
Executive Officers and Directors
The following table and subsequent discussion containsthe complete and accurate information concerning our director(s) and executive officer(s), their age(s), term served and all of our officer(s)and their positions, who will serve in the same capacity with us upon completion of the offering.
There are no other persons nominated or chosento become directors or executive officers nor do we have any employees other than above.
Varton Berian hasserved as the Company's CEO and Director since August 7, 2018. A graduate of San Diego State University, Mr. Berian has been involvedin marketing for the last twenty years. He was the CEO and Director of Blue Sky Media, a multi-media company, from 2014 to 2015. He isthe founder of Advant Edge International Inc., a medical billing training company as well as having served as CEO and founder of MMAZCosmetics Distributors, Easy Trip Finder and Candy that Cares. Within those companies Mr. Berian has worked with many forms of media,inclusive of Web site design, video filming and editing, and the dissemination of information through various social media. Mr. Berianthrough his ventures has specialized in marketing to both consumers and businesses, both nationally as well as internationally. We believehis marketing skill sets will bring a distinct advantage to the Company's ability to move forward.
Our directors will hold officeuntil the next annual meeting of shareholders and the election and qualification of their successors. Directors receive no compensationfor serving on the board of directors other than reimbursement of reasonable expenses incurred in attending meetings. Officers are appointedby the board of directors and serve at the discretion of the board.
No officer, director, or persons nominated for suchpositions and no promoters or significant employee of the Company has been involved in legal proceedings that would be material to anevaluation of officers and directors.
Summary Compensation Table
(1) In 2018 Varton Berian asfounder of the Company was granted shares totaling 45,000,000 valued at $.001 per share.
Option Grants Table
There were no individual grants of stock options topurchase our common stock made to the executive officer named in the Summary Compensation Table through December 31, 2022.
Compensation of Officers and Directors
Varton Berian, our CEO and Secretary Treasurer, hasbeen paid in restricted shares of Company stock and a salary of $38,400 in 2021 and $41,400 in 2022 of which $69,150 has accrued at theyear ended 2022. We may engage independent contractors in the future.
Indemnification of Directors and Officers
Except as permitted by the Montana Revised Statutes,the Company's Articles of Incorporation do not provide for any additional or different indemnification procedures. At present, there isno pending litigation or proceeding involving a director, officer, or employee of the Company regarding which indemnification is sought,nor is the Company aware of any threatened litigation that may result in claims of indemnification. The Company has not obtained director'sand officer's liability insurance, although the board of directors of the Company may determine to investigate and, possibly, acquiresuch insurance in the future.
On August 7, 2018, we entered into any employmentagreement with Varton Berian to serve as CEO, CFO, Secretary and Director. The agreement was for the issuance of 45,000,000 shares ofthe Company's restricted common stock as founder’s shares in lieu of a cash payment. On October 1, 2022, the agreement was amendedto pay $4,200 a month in salary ($50,400 annually).
Conflict of Interest - Management's Fiduciary Duties
Our directors and officer or may become, in theirindividual capacity, officers, directors, controlling shareholders and/or partners of other entities engaged in a variety of businesses.As of the year ended December 31, 2022, there were no conflicts of interest.
We may from time to time be involved in routine legalmatters incidental to our business; however, at this point in time we are currently not involved in any litigation, nor are we aware ofany threatened or impending litigation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND MANAGEMENT
The table below sets forth, as of December 31, 2022,certain information with respect to the beneficial ownership of the common stock of our Company by each person who we know to be beneficialowner of more than 5% of any class or series of our capital stock, each of the directors and executive officers individually, and alldirectors and executive officers as a group. Unless otherwise indicated, each person named in this table has sole voting and investmentpower with respect to the shares beneficially owned.
(1)Varton Berian is the President and Director of theCompany.
Transfer agents record changes of ownership, maintainthe issuer's security holder records, cancel and issue certificates, and distribute dividends. Because transfer agents stand between issuingcompanies and security holders, efficient transfer agent operations are critical to the successful completion of secondary trades. Section17A(c) of the 1934 Act requires that transfer agents be registered with the SEC, or if the transfer agent is a bank, with a bank regulatoryagency.
We have not yet engaged a Transfer Agent. However,our intent is to engage V Stock Transfer to act as our stock registrar and transfer agent. Its address and telephone number is 8 LafayettePl, Woodmere, NY 11598, (212)828-8436. Until engaging V Stock Transfer, we have and will continue to act as our own transfer agentand registrar which could place shareholders at risk for accurate record changes of ownership, maintaining the issuer's security holderrecords, cancellation, and the issuance of certificates.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We describe below transactions and series ofsimilar transactions since January 1, 2018 to which we were a party or will be a party, in which:
Other than as described below, there have notbeen, nor are there any currently proposed, transactions or series of similar transactions to which we have been or will be a party otherthan compensation arrangements, which are described where required under “Executive Compensation.”
Since inception, the following transactions were entered:
On August 7, 2018, the Company issued 45,000,000 sharesof common stock to Varton Berian at par value of $.001 valued at $45,000 for startup costs. As to the Distribution Transaction, it wasdone in compliance with Section 4(2) of the 1933 Act in that the shares distributed in the Distribution Transaction were treated by theCompany as Restricted Shares.
It is contemplated that we may enter into certaintransactions with our directors, Varton Berian, or affiliates which may involve conflicts of interest in that they will not be arms' lengthtransactions. We presently have no permanent office facilities but for the time being we will use as our business address the officesof Mr. Berian, the operating manager, on a rent-free basis, until such time as our business operations may require more extensive facilitiesand we believe it an appropriate time to rent commercial office space. There is presently no formal written agreement for the use of suchfacilities, and no assurance that such facilities will be available to us on such a basis for any specific length of time.
All future transactions between us and our officers,directors or 5% shareholders, and their respective affiliates, will be on terms no less favorable than could be obtained from unaffiliatedthird parties and will be approved by a majority of any independent, disinterested directors.
DISCLOSURE OF PAYMENT OF SERVICES WITH SHARES OFCOMMON STOCK
On August 21, 2018 the Company authorized the issuanceof 45,000,000 founder shares at par value to its President. Varton Berian.
On September 15, 2018 the Company issued 2,500,000shares at $.01 per share ($25,000) to Listen LLC for services.
On October 10, 2019, the Company issued 1,500,000shares at $.01 per share ($15,000) to Kaizen Kami Corp. for services.
On January 17, 2021, the Company issued 1,500,000shares at $.01 per share ($15,000) to Rising Phoenix International for services.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATIONFOR SECURITIES ACT LIABILITIES
Our certificate of incorporation contains provisionspermitted under General Corporation Laws of Montana relating to the liability of directors. The provisions eliminate a director's liabilityto stockholders for monetary damages for a breach of fiduciary duty, except in circumstances involving wrongful acts, including the breachof a director's duty of loyalty or acts or omissions, which involve intentional misconduct, or a knowing violation of law. Our certificateof incorporation also contains provisions obligating us to indemnify our directors and officers to the fullest extent permitted by GeneralCorporation Laws of Montana. We believe that these provisions will assist us in attracting and retaining qualified individuals to serveas directors.
We are subject to the State of General CorporationLaws of Montana. In general, the statute prohibits a publicly held Montana corporation from engaging in a business combination with aperson who is an interested stockholder for a period of three years after the date of the transaction in which that person became an interestedstockholder, unless the business combination is approved in a prescribed manner. A business combination includes a merger, asset saleor other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, togetherwith affiliates, owns, or, within three years prior to the proposed business combination, did own 15% or more of our voting stock. Thestatute could prohibit or delay mergers or other takeovers or change in control attempts and accordingly, may discourage attempts to acquireus.
As permitted by Montana law, we intend to eliminatethe personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subjectto exceptions. In addition, our bylaws provide that we are required to indemnify our officers and directors, employees, and agents undercircumstances, including those circumstances in which indemnification would otherwise be discretionary, and we would be required to advanceexpenses to our officers and directors as incurred in proceedings against them for which they may be indemnified. The bylaws provide thatwe, among other things, will indemnify officers and directors, employees and agents against liabilities that may arise by reason of theirstatus or service as directors, officers, or employees, other than liabilities arising from willful misconduct, and to advance their expensesincurred as a result of any proceeding against them as to which they could be indemnified. At present, we are not aware of any pendingor threatened litigation or proceeding involving a director, officer, employee, or agent of ours in which indemnification would be requiredor permitted. We believe that our charter provisions and indemnification agreements are necessary to attract and retain qualified personsas directors and officers.
We have agreed to the fullest extent permitted byapplicable law, to indemnify all our officers and directors.
We undertake the following:
Insofar as indemnification for liabilities arisingunder the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant tothe foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnificationis against public policy as expressed in the Act and is, therefore, unenforceable.
REPORTS TO SECURITY HOLDERS
Certiplex Corporation is not a reporting issuer underthe Securities Exchange Act of 1934. As a result of this offering, we will become subject to the informational requirements of the 1934Act for a period of at least one fiscal year.
FINRA requires that all issuers maintaining quotationsof their securities on the OTCQB file periodic reports under the 1934 Act. In order to maintain such a quotation, we will have to registerour securities under the 1934 Act on form 8-A or form 10.
We may cease filing periodic reports with the Securitiesand Exchange Commission if:
We Have LessThan 300 Stockholders Of Record; Or
We Have LessThan 500, But More Than 300, Stockholders Of Record, And Our Total Assets Did Not Exceed $10 Million On The Last Day Of Each Of Our ThreeMost Recent Fiscal YEARS.
Because of the requirement that we file periodic reportsin order to have our common stock quoted on the OTCQB, we do not intend to suspend our reporting obligations in the foreseeable future.
The public may read and copy any materials that wefile with the Commission at the Commission's Public Reference Room at 100 F St,, NE, Washington, D.C. 20549. The public may obtain informationon the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet site thatcontains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.The address of that site is http://www.sec.gov.
We intend to furnish to our stockholders, annual reportscontaining financial statements audited and reported upon by our independent accounting firm, and such other periodic reports as we maydetermine to be appropriate or as may be required by law.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS
We are a full-service multi-media Company witha multi-operational approach focusing on Business Ready Opportunities through our ready to sell Business modules, Website and mobile apptechnology integration design and development, SEO (Search Engine Optimization) and Social Media Integration, and online video and photographycontent development and distribution. In addition, the company owns the licensing rights to the Pro Sun Lighting system for residentialand commercial use, which we market to distributors. Websites are a unique mix of textual content, photos, sometimes video, and oftenapps, which are designed as plug-ins to websites or for mobile devices, aiding in the conveyance of a website's message, whether it bebusiness related or personal. We offer products and solutions to help our customers stand out in the ever-changing internet environment.We have been capitalized through cash flows from operations and the proceeds from a Private Placement offering.
As of year-end, December 31,2022, we had gross revenues of $171,167. $111,167, of which was derived primarily from multi-media work (website design and SEO) andthe sale of business modules, and $60,000 derived from the sale of licensing rights to the Pro Sun Lighting System. As of the year-end,December 31, 2022, we had total expenses of $192,210 and a net loss of $21,043. For the year ended December 31, 2021, we had gross revenuesof $137,687. $87,687 was derived primarily from multi-media work (website design and SEO) and the sale of business modules, and $50,000was derived from licensing rights to the Pro Sun Lighting System. As of the year-end, December 31, 2021, we had total expenses of $217,244and a net loss of $79,557.
Our plans are to continue tomarket our services for the integration of video with website design, SEO services, Business module sales, and the sale of licensing rightsto the Pro Sun Lighting system. We may also seek equity financing in the future. At this time, we have no arrangements for any fundingsource. In addition, we are seeking potential acquisitions that fit within our business model. At this time, we have not entered intoany agreements with any entities.
Significant Accounting Policiesand Estimates
Management's Discussion andAnalysis of Financial Condition and Results of Operations discusses the Company's financial statements, which have been prepared by accountingprinciples generally accepted in the United States of America. The preparation of these financial statements requires management to makeestimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and thereported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical experiencesand various other factors that are believed to be reasonable under the circumstances, which form the basis for making judgments aboutthe carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimatesunder different assumptions or conditions.
Revenue consists substantiallyof fees earned from our services for the integration of video with website design, SEO services, Business module sales, and the saleof licensing rights to the Pro Sun Lighting system. We recognize revenue from a sale of services or licensing arrangement when all ofthe following conditions are met: non-refundable payment for licensing rights per a contract or; persuasive evidence of a sale or licensingarrangement with a customer exists; the licensing rights, in accordance with the terms of the agreement, has been delivered or is availablefor 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 recognizerevenue from website sales, the integration of video with website design, SEO services, Business module sales, and the sale of licensingrights to the Pro sun Lighting system when the following criteria are met: persuasive evidence of an arrangement exists, a non-refundablecontract, the delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability isreasonably assured upon invoicing for work.
Use of Estimates
The preparation of financialstatements in conformity with generally accepted accounting principles in the United States requires us to make estimates and assumptionsthat affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financialstatement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
Results of Operations
For the Year ended December31, 2022, and the Year ended December 31, 2021.
As of year-end, December 31,2022, we had gross revenues of $171,167. $111,167, of which was derived primarily from multi-media work (website design and SEO) andthe sale of business modules, and $60,000 derived from the sale of licensing rights to the Pro Sun Lighting System. As of year-end December31, 2022, we had total expenses of $192,210 consisting of cost of goods sold of $18,043, advertising and marketing of $85,079, depreciationexpense of $3,290, professional fees of $10,960, consulting fees $42,378, interest expense $1,864, loss on sale of asset $2,226 generaland administrative expense of $28,370 resulting in a net loss of $21,043.
As of year-end December 31,2021, we had gross revenues of $137,687, which were derived primarily from commercial video work and digital video and photo integrationinto website design, and total expenses of $217,244 consisting of advertising and marketing of $94,634, depreciation expense of $3,290,amortization expenses of $2,425, professional fees of $33,825, consulting fees $48,400, interest expense 1,864, cost of goods sold of$13,974, general and administrative expense of $18,831 resulting in a net loss of $79,557.
Liquidity and Capital Resources
For Year Ended December31, 2022, Compared to Year Ended December 31, 2021
The change in shareholders'equity at the year ended December 31, 2022, was primarily attributable to operating losses incurred in the period. During the year endedDecember 31, 2022, we used $12,047 cash in operating activities compared to $32,753 used in cash from operating activities during theyear ended December 31, 2021.
For the year ended December31, 2022, we had $(54,586) in investing activities compared to $0 in investing activities during the year ended December 31, 2021.
During the year ended December31, 2022, we had $(243) in financing activity, and December 31, 2021, we had $95,000 in financing activities from the sale of commonsstock.
The Company believes it mayhave sufficient cash resources available to fund its primary operation for the next three (3) months should it not receive any additionalrevenue and needs more funding to fully implement its business plan. The Company has no agreements in place with its shareholders, officer,and director or with any third parties to fund operations. The Company has not negotiated nor has available to it any other third-partysources of liquidity.
The Company has no current,off-balance sheet arrangements and does not anticipate entering into any off-balance sheet arrangements that are reasonably likely tohave a current or future effect on our financial condition.
Plan of Operation
We plan to continue to marketsale of website design, multi-media services, focusing on the integration of video with website design, SEO services, business modulesand the licensing rights to the Pro sun Lighting system. We may also seek equity financing in the future. Currently, we have no arrangementsfor any funding source. In addition, we are seeking potential acquisitions that fit within our business model. Currently, we have notentered into any agreements with any entities.
Marketing and Sales efforts:
Our marketing efforts willprimarily be related to marketing website design, multimedia services, SEO services, business modules and the sale of licensing rightsto the Pro sun Lighting system.
We plan on optimizing SearchEngine Optimization ("SEO") work and internet marketing and subsequently believe sales will be initially supported through ourwebsite. We also plan on engaging a call center to develop an interest in our products within the next fiscal year. Successful implementationof 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 thefollowing factors could undermine our business strategy and have a material adverse effect on our business, financial condition, and resultsof operations and cash flow:
We had taxes payable of $0 atthe year ended December 31, 2022, as compared to taxes payable of $0 at the year ended December 31, 2021. "See Note 7to the financial statements for additional information".
Table Of Contents
December 31, 2022
REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM
To the Board of Directors andStockholders of Certiplex Corp.
Opinionon the Financial Statements
We have audited the accompanyingconsolidated balance sheets of Certiplex Corp. (the Company) as of December 31, 2022 and 2021, and the related consolidated statementsof operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referredto as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial positionof the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended December 31,2022 and 2021, in conformity with accounting principles generally accepted in the United States of America.
SubstantialDoubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statementshave been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred net lossesand has minimal revenues. These factors, and the need for additional financing in order for the Company to meet its business plans raisessubstantial doubt about the Company’s ability to continue as a going concern. Our opinion is not modified with respect to that matter.
These financial statements arethe responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statementsbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicablerules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordancewith the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whetherthe financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor werewe engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain anunderstanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of materialmisstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such proceduresincluded examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentationof the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Wehave served as the Company’s auditor since 2021.
3001 N. Rocky Point Dr. East, Suite 200 • Tampa, Florida 33607 • 813.367.3527, Ext3527
FORTHE YEARS ENDED DECEMBER 31, 2022 AND 2021
Seeaccompanying Notes to Financial Statements
Statements Of Changes In Stockholder’sEquity
For the Years Ended December31, 2022 and 2021
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021
Notes To The Financial Statements
December 31, 2022, and 2021
Note 1 - Summary ofSignificant Accounting Policies
Nature of Operations
Certiplex Corporation (“Certiplex”orthe “Company”) was incorporated under the laws of the State of Montana, on August 7, 2018. Certiplex is a full-service multi-mediaCompany with an operational approach focusing on:
1) Business Ready Opportunitiesthrough its ready to sell Business modules.
2) Website and mobile apptechnology integration design and development.
On June 10, 2021, Certiplexacquired the licensing right to the Pro Sun Lighting system for both residential and commercial use. The Company’s intent is tomarket the lighting system through its online and social media sources.
Basis Of Presentation
The accompanying financial statementshave been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), and pursuantto the rules and regulations of the Securities and Exchange Commission (the "SEC") and reflect all adjustments, consisting ofnormal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operationsand cash flows of the Company as of December 31, 2022 and 2021.
The preparation of the financialstatement 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 cashbalance in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements ofcash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Therewere no cash equivalents as of December 31, 2022, and 2021.
The Company values its investmentin property, equipment, and vehicles at cost less accumulated depreciation. Depreciation is computed primarily by the straight-line method,over the estimated useful lives of the assets, which is five years for vehicles. For the years ended December 31, 2022, and 2021, theCompany had depreciation of $3,290. The vehicle was sold on December 27, 2022, for $6,000 resulting in a loss of $2,226.
Under Accounting Standards Codification(“ASC”) 350-50-1, costs incurred in the acquisition of an intangible asset are capitalized by the Company. The intangibleassets are related to the acquisition of the licensing rights for the Pro Sun Lighting System, which is being amortized to expense overthe licensing rights estimated useful life or period of benefit which is estimated to be 10 years using straight-line method; annual amortizationwill be approximately $9,700 per year. On September 7, 2021 the agreement was amended and the term of the agreement was changed from 10years to indefinitely; therefore, at that time, no further amortization was applied.
As of December 31, 2022 and2021, the Company had licensing rights of $97,000 and accumulated amortization of $2,425. On July 12, 2022, the Company acquired non-exclusivedistribution rights from Tradewinds Universal for its Protein Bar for $25,000.
The Company recognizesrevenue in accordance with Accounting Standards Update (ASU) 2014-09, ("Revenue from contracts with customers," Topic606). Revenue is recognized when a customer obtains control of promised goods or services. In addition, the standard requires disclosureof the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenuethat is recorded reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company appliesthe following five-step model in order to determine this amount:
The Company's main revenuestream is from product sales and has no performance obligations for which they serve as agent. The performance obligation associatedwith a typical product sale will be satisfied upon delivery to customers, and the revenue will be recognized at that time. Payments aredue on demand. The Company does not offer any warranty on its products; however, customers do receive a manufacturer' s warranty.
The Company also has revenuefrom licensing agreements. The Company licenses its intellectual property (“IP") to outside parties and determines if the licenseof IP is a distinct (separate) performance obligation in accordance with Topic 606. If the license is determined not to be distinct, thelicense is combined with the other goods or services and the combined performance obligation is accounted for using the general revenuerecognition model outlined above. If the license is determined to be distinct, the Company analyzes whether the license is functionalor symbolic to assess the timing of revenue recognition. The licensing of IP by the Company was determined to be a distinct performanceobligation of symbolic IP, which provides a right to access IP. Topic 606 states that revenue from licenses of IP deemed to provide aright to use IP will be recognized at a point in time when control is transferred.
In accordance with Topic606, the Company analyzes the following determining when to recognize licensing revenue:
The Company only appliesthe five-step model to contracts when it is probable the entity will collect the consideration it is entitled to in exchange for the goodsand 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 obligationsare distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligationswhen the performance obligation is satisfied or as it is satisfied. The Company reviews the contract to determine which performance obligationsthe Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of thetransaction price that is allocated to the respective performance obligations when the performance obligation is satisfied or as it issatisfied. 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 financialassets and liabilities, such as cash, accounts payable, accrued expenses, and other current liabilities approximate fair value becauseof the short maturity of these instruments.
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 statementcarrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured usingenacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered orsettled. Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in Income in theperiod that includes the enactment date.
The Company maintains a valuationallowance with respect to deferred tax assets. The Company established a valuation allowance based upon the potential likelihood of realizingthe deferred tax asset in the future tax consequences. Changes in circumstances, such as the Company generating taxable income, couldcause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be includedin income in the year of the change in estimate.
The Company has adopted theprovisions set forth in ASC Topic 740 to account for uncertainty in income taxes. In the preparation of income tax returns in federaland 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 expensein the Company's financial statements. Management believes it has used reasonable judgments and conclusions in the preparation of itsincome tax returns.
The Company uses the "morelikely than not" criterion for recognizing the tax benefit of uncertain tax positions and to establish measurement criteria for incometax benefits. The Company has determined that it has no material unrecognized tax assets or liabilities related to uncertain tax positionsas of December 31, 2022 and 2021. The Company does not anticipate any significant changes in such uncertainties and judgments during thenext 12 months.
The Company's policy is torecognize interest and/or penalties related to income tax matters in income tax expense. The Company had no accrual for interest or penaltieson its balance sheets at December 31, 2022 and 2021.
Earnings Per Share of CommonStock
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 statementfor all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computationto the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per shareof common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding duringthe period. The Company does not have a complex capital structure requiring the computation of diluted earnings per share.
Impairment Of Long-LivedAssets
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 thefair value of the asset. Fair value is determined based on appraised value of the assets or the anticipated cash flows from the use ofthe asset, discounted at a rate commensurate with the risk involved. There were no impairment losses recorded for the years ended December 31,2022, and 2021.
Stock Based Compensation
The Company recognizes stock-basedcompensation in accordance with ASC 718 "Stock Compensation", which requires the measurement and recognition of compensationexpense for all share-based payment awards made to employees and directors including employee stock options and employee stock purchasesrelated to an Employee Stock Purchase Plan based on the estimated fair values. For non-employee stock-based compensation, the Companyhas adopted ASC 718, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting, which requires stock-basedcompensation related to non-employees to be accounted for based on the fair value of the related stock or options or the fair value ofthe services on the grant date, whichever is more readily determinable in accordance with ASC Topic 718.
In February 2016, the FinancialAccounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842). The updated guidance requireslessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessorsseparate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.
On January 1, 2019, theCompany adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date wherebythe Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and (ii) initial directcosts for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessedwhether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use ofa distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the assetthroughout the period, and (3) whether it has the right to direct the use of the asset. The Company will allocate the consideration inthe contract to each lease component based on its relative stand-alone price to determine the lease payments. During 2022 and 2021 theCompany had no leases.
The Company follows the policyof charging the costs of advertising, marketing, and public relations to expense as incurred. The Company has $85,079 and $94,634 in advertisingexpenses for the years ended December 31, 2022, and 2021, respectively.
Recently Issued AccountingPronouncements
There have been no recent accountingpronouncements or changes in accounting pronouncements during the years ended December 31, 2022, and 2021 that are of significance orpotential significance to the Company.
Note 2 - Going Concern
The Company's financial statementsare prepared using GAAP applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in thenormal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs toallow it to continue as a going concern and therefore, there is substantial doubt about the Company’s ability to continue as a goingconcern. As of December 31, 2022, and 2021, the Company had an accumulated deficit of $291,936 and $270,893, respectively. The abilityof the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until itbecomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. In order to continueas a going concern, the Company will need, among other things, additional capital resources. The Company is dependent upon its ability,and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful andwithout sufficient financing it would be unlikely for the Company to continue as a going concern.
The ability of the Company tocontinue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph andeventually secure other sources of financing and attain profitable operations. These financial statements do not include any adjustmentsrelating to the recoverability and classification of recorded asset amounts for amounts and classification of liabilities that might resultfrom this uncertainty.
Note-3 - Commitments andContingencies
The Company has a consultingagreement with its President, whereby the Company pays a monthly fee of $3,200; on October 1, 2022, the monthly payments were increasedto $4,200. As of December 31, 2022, and 2021, the Company owes $69,150 and $78,150, respectively, related to the consulting agreement,which is included within accrued compensation on the balance sheets.
Note 4– Related PartyTransactions
On August 21, 2018, 50,000,000shares of restricted common stock were issued to the Company’s President, at par value, $.001 valued at $50,000. On January 10,2021, 5,000,000 shares were cancelled valued at $5,000 resulting in a balance of 45,000,000 shares valued at $45,000. On February 19,2021, a shareholder of the Company, acquired five million (5,000,000) shares of common stock for $50,000. On June 30, 2021, a shareholderof the Company, acquired two million and five hundred thousand (2,500,000) shares of common stock for $25,000.
Note 5– Loan Receivable
The Company made a loan to oneof its customers in the amount of $34,940 on October 11, 2022, with a 10% interest rate due and payable on October 11, 2023. As of December31, 2022, the total with interest is $35,586.
Note 6– Notes Payable
The Company entered into anSBA loan during 2020 with a principal amount of $50,700. The note bears interest at a rate of 3.75% per annum. The SBA announced extendeddeferment periods for all COVID-19 and other disaster loans until 2022. As such, repayment of the Company’s SBA loan will not beginuntil November 2022.The loan is secured by the assets of the Company.
The Companyrecognizes deferred income tax liabilities and assets for the expected future tax consequences of events that have been recognized inthe financial statements or tax returns. Under this method, deferred tax liabilities and assets aredetermined based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilitiesusing enacted tax rates in effect in the years in which the differences are expected to reverse. The Company has not incurred any incometax liabilities due to accumulated net losses.
The Company'snet loss before income taxes totaled $21,043 and $79,557 for the years ended December 31, 2022, and 2021, respectively.
The components of the Company'sdeferred tax asset and reconciliation of income taxes computed at the statutory rate of 21%to the income tax amount recorded as of December 31, 2022, and 2021 are as follows:
Dueto uncertainties surrounding the Company's ability to generate future U.S. taxable income to realize these assets, a full valuationallowance has been established to offset the net U.S. deferred tax asset. The change in the valuation allowance during the years endedDecember 31, 2022, and 2021 were $4,418 and $16,707, respectively.
The future utilization of theCompany's federal net operating loss and tax credit carry forwards to offset future taxable income, which begin to expire in 2038, maybe subject to an annual limitation, pursuant to Internal Revenue Code sections 382 and 383, as a result of ownership changes that mayhave occurred previously or that could occur in the future. Tax years 2018 forward are subject to examination by major taxing authorities.
Note 8– SubsequentEvents
In accordance with ASC 855,Subsequent Events, the Company has analyzed its operations subsequent to December 31, 2022, to the date the financial statementswere issued, and has determined that it does not have any material subsequent events to disclose.
CERTIPLEX CORPORATION663 Rancho Santa Fe Rd
Until ___________________________, all dealers thateffect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. Thisis in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotmentsor subscriptions.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution*
The following table sets forth all estimated costsand expenses, other than underwriting discounts, commissions and expense allowances, payable by the issuer in connection with the maximumoffering for the securities included in this registration statement:
*All amounts are estimates other than the Commission'sregistration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders.The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissionsor costs of sale.
Item 14. Indemnification of Directors and Officers.
The statutes, charter provisions, bylaws, contractsor other arrangements under which controlling persons, directors or officers of the issuer are insured or indemnified in any manner againstany liability which they may incur in such capacity are as follows:
Section 17-16-856 of the Montana General CorporationLaw provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses includingattorneys' fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil,criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they actedin good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respectto any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicablein the case of derivative actions, except that indemnification only extends to expenses including attorneys' fees incurred in connectionwith the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification wherethe person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnificationthat may be granted by a corporation's certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directorsor otherwise.
The Company's Certificate of Incorporation providesthat it will indemnify and hold harmless, to the fullest extent permitted by Montana General Corporation Law, as amended from time totime, each person that such section grants us the power to indemnify.
The Montana General Corporation Law permits a corporationto provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation orits stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
The Company's Certificate of Incorporation providesthat, to the fullest extent permitted by applicable law, none of our directors will be personally liable to us or our stockholders formonetary damages for breach of fiduciary duty as a director. Any repeal or modification of this provision will be prospective only andwill not adversely affect any limitation, right or protection of a director of our company existing at the time of such repeal or modification.
Item 15. Recent Sales of Unregistered Securities
The Company is authorized to issue 75,000,000 sharesof common stock, par value .001 per share. At the twelve months ended December 31, 2022, there were 73,200,000 shares of common stockissued and outstanding.
Set forth below is information regarding the issuanceand sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertisingor public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the saleof any securities.
On August 7, 2018, the Company issued 50,000,000 sharesof common stock to Varton Berian at par value of $.001 for startup costs. On January 10, 2021, 5,000,000 million shares were cancelledleaving Varton Berian with 45,000,000 shares. As to the Distribution Transaction, it was done in compliance with Section 4(2) of the 1933Act in that the shares distributed in the Distribution Transaction were treated by the Company as Restricted Shares.
On September 15, 2018, the Company issued 2,500,000shares at $.01 per share ($25,000) to Listen LLC, for services. As to the Distribution Transaction, it was done in compliance with Section4(2) of the 1933 Act in that the shares distributed in the Distribution Transaction were treated by the Company as Restricted Shares andthat is the Company's reason to include them in the Registration Statement at issue.
On October 10, 2019, the Company issued 1,500,000shares at $.01 per share ($15,000) to Kaizan Kami Corporation for services. As to the Distribution Transaction, it was done in compliancewith Section 4(2) of the 1933 Act in that the shares distributed in the Distribution Transaction were treated by the Company as RestrictedShares and that is the Company's reason to include them in the Registration Statement at issue.
On June 17, 2021, the Company issued 1,500,000 sharesat $.01 per share ($15,000) to Rising Phoenix International for services. As to the Distribution Transaction, it was done in compliancewith Section 4(2) of the 1933 Act in that the shares distributed in the Distribution Transaction were treated by the Company as RestrictedShares and that is the Company's reason to include them in the Registration Statement at issue.
On June 10, 2021, the Company issued 3,000,000 sharesat $.01 per share ($30,000) for the acquisition of the Pro Sun Lighting System. The shares were issued as a dividend to the shareholders(72 shareholders) of Optimized Fuel for the acquisition. As to the Distribution Transaction, it was done in compliance with Section 4(2)of the 1933 Act in that the shares distributed in the Distribution Transaction were treated by the Company as Restricted Shares and thatis the Company's reason to include them in the Registration Statement at issue.
Such other shareholders listed below includethe holders of shares sold in a Regulation D, Rule 506 done in compliance with Section 4(2) of the 1933 Act completed on December 31,2021, at an offering price of $0.01 per share, which resulted in total proceeds of $95,000 and a sale of 9,500,000 shares in aggregate.
The Common Stock issued in our Private Offering wereprivately issued with a restrictive legend, in reliance on the Exemption from registration provided by Section 4(2) of the SecuritiesAct of 1933.
We have never utilized an underwriter for an offeringof our securities. Other than the securities mentioned above, we have not issued or sold any securities.
The following exhibits marked are filed with thisRegistration Statement:
Item 17. Undertakings
The undersigned registrant undertakes:
(1) To file, during any period in which offer or salesare being made, a post-effective amendment to this registration statement:
I. To include any prospectus required by Section 10(a)(3)of the Securities Act of 1933.
II. To reflect in the prospectus any facts or eventsarising after the effective date of the Registration Statement (or the most recent post-effective amendment) which, individually or inthe aggregate, represent a fundamental change in the information in the registration statement.
III. To include any material information with respectto the plan of distribution not previously disclosed in the registration statement or any material change to the information in the RegistrationStatement.
(2) That, for the purpose of determining any liabilityunder the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securitiesoffered therein, and the offering of securities at that time shall be deemed to be the initial bona fide offering.
(3) To remove from registration by means of a post-effectiveamendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, if the registrant is subject to Rule 430C,each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statementsrelying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registrationstatement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement orprospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into theregistration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of saleprior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part ofthe registration statement or made in any such document immediately prior to such date of first use.
(5) That, for the purpose of determining liabilityof the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrantundertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardlessof the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by meansof any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer orsell such securities to such purchaser:
(6) The registrant shall request acceleration pursuantto Rule 461 under the Securities Act and there insofar as indemnification for liabilities arising under the SecuritiesAct of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, orotherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is againstpublic policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities(other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrantin the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connectionwith the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controllingprecedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressedin the Act and will be governed by the final adjudication of such issue.
Subject to the terms and conditions of Section 15(d)of the Securities Exchange Act of 1934, the undersigned Registrant hereby undertakes to file with the Securities and Exchange Commissionany supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretoforeor hereafter duly adopted pursuant to authority conferred to that section.
Insofar as indemnification for liabilities arisingunder the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to our certificateof incorporation or provisions of Montana law, or otherwise, the Registrant has been advised that in the opinion of the Securities andExchange Commission the indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. If a claimfor indemnification against liabilities (other than the payment by the Registrant) of expenses incurred or paid by a director, officeror controlling person of the registrant in the successful defense of any action, suit, or proceeding is asserted by a director, officeror controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of our counsel thematter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnificationby it is against public policy as expressed in the Act and will be governed by the final adjudication of the issue.
Pursuantto the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets allof the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on our behalf by the undersigned,in the City of San Marcos, California, on September 8, 2023.
In accordance with the requirements of the SecuritiesAct of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates stated.
/S/ Varton Berian
/S/ Varton Berian
Chief Financial Officer and Director
(principal accounting officer)