Correspondence 0001079973-24-000327 from Certiplex Corp (CIK 0001755347)
Certiplex Corp (CIK 0001755347)
Date: March 7, 2024 · CIK: 0001755347 · Accession: 0001079973-24-000327
AI Filing Summary & Sentiment
File numbers found in text: 333-274531
Referenced dates: February 15, 2024
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services Attention: Rucha Pandit RE: Certiplex Corporation Amendment No. 3 to Registration Statement on Form S-1 Filed March 4, 2024 File No. 333-274531
Dear Ms. Pandit and Ms. Peyser:
We are hereby responding to the letter dated February 15, 2024 (the“Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission, regarding the Company’s S-1\A Registration Statement Filed December 15, 2023, File No. 333-274531.
For ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.
Amendment No. 3 to Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your response to prior comment 3 and reissue it in part. Please revise here and elsewhere as appropriate to explicitly define "Business Ready Opportunities."
RESPONSE: Revised accordingly on page 1 and on page 22.
Business Modules, page 22
2. We note your response to prior comment 6. Please further elaborate upon the cost of a business module to the purchaser, how the purchaser of a module is related (or not) to your company after purchase (for example as an independent contractor, franchisee or otherwise), and how both the purchaser and you earn revenue through such business modules. In addition, explain how you provide businesses that have. . . products or services already built in." For example, explain whether this means that you established, operated or otherwise participated in the businesses of the identified business modules prior to selling them; disclose whether the sale of such modules included the sale of assets; describe the state of the identified module businesses at the time you sold them; and disclose whether you supply the products sold in such businesses.
RESPONSE: We have revised the section on Business Modules in accordance with your comments—on page 22.
3. As it appears that an agreement may have been made between you and Candy That Cares, and/or that Ms. Berian operates both businesses, it continues to appear that disclosure is required under Item 404 of Regulation S-K; please revise or provide us with your analysis as to why such disclosure is not required. Further, with respect to the Candy That Cares module, explain whether, in the case of a purchaser of a module that advertises "charity vending," you oversee whether the purchase does, in fact, donate any of the proceeds to charity.
RESPONSE: We have revised the section to clarify your comments on page 22.
Description of Business
Pro Sun Lights, page 22
4. We note your response to prior comment 7 and reissue it in part. Please revise here to further disclose the material terms of the licensing agreement, including the material obligations of both parties and termination provisions. Refer to Item 601(b)(10) of Regulation S-K.
RESPONSE: The description on page 22 was revised to include the material terms of the licensing agreement, including the material obligations of both parties and termination provisions.
Executive Compensation, page 25
5. Please update this section for the most recently completed fiscal year. Refer to Item 402 of Regulation S-K.
RESPONSE: The section was revised to reflect the entire year of 2023's compensation.
Notes to the Financial Statements
Stock Based Compensation, page 41
6. We note your response to prior comment 10. Please revise here to clearly state that currently, there is no Employee stock Purchase Plan in effect, but that you plan on developing such a plan in the event that further employees are added.
RESPONSE: The note—Stock Based Compensation on page 41 was revised accordingly.
Sincerely,
/s/
Varton Berian
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Correspondence
Certiplex Corporation
663 Rancho Santa Fe Rd Suite 628
San Marcos, CA 92078
Telephone: 800-456-6211
www.Certiplex.com
wbcertiplex@gmail.com
March
7, 2024
Via
EDGAR
Division
of Corporation Finance
Office
of Trade & Services
U.S.
SECURITIES AND EXCHANGE COMMISSION
100
F Street, N.E.
Washington,
DC 20549
Attention: Rucha Pandit
Lilyanna Peyser
RE: Certiplex Corporation
Amendment No. 3 to Registration Statement on Form S-1
Filed March 4, 2024
File No. 333-274531
Dear
Ms. Pandit and Ms. Peyser:
We
are hereby responding to the letter dated February 15, 2024 (the“Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission, regarding the Company’s S-1\A Registration Statement Filed December 15, 2023, File No.
333-274531.
For
ease of reference, the text of the Staff’s comment is included in bold-face type below, followed by the Company’s response.
Amendment
No. 3 to Registration Statement on Form S-1
Prospectus
Summary, page 1
1.
We note your response to prior comment 3 and reissue it in part. Please revise here and elsewhere as appropriate to explicitly define
"Business Ready Opportunities."
RESPONSE:
Revised accordingly on page 1 and on page 22.
Business
Modules, page 22
2.
We note your response to prior comment 6. Please further elaborate upon the cost of a business module to the purchaser, how the purchaser
of a module is related (or not) to your company after purchase (for example as an independent contractor, franchisee or otherwise), and
how both the purchaser and you earn revenue through such business modules. In addition, explain how you provide businesses that have.
. . products or services already built in." For example, explain whether this means that you established, operated or otherwise
participated in the businesses of the identified business modules prior to selling them; disclose whether the sale of such modules included
the sale of assets; describe the state of the identified module businesses at the time you sold them; and disclose whether you supply
the products sold in such businesses.
RESPONSE:
We have revised the section on Business Modules in accordance with your comments—on page 22.
3.
As it appears that an agreement may have been made between you and Candy That Cares, and/or that Ms. Berian operates both businesses,
it continues to appear that disclosure is required under Item 404 of Regulation S-K; please revise or provide us with your analysis as
to why such disclosure is not required. Further, with respect to the Candy That Cares module, explain whether, in the case of a purchaser
of a module that advertises "charity vending," you oversee whether the purchase does, in fact, donate any of the proceeds to
charity.
RESPONSE:
We have revised the section to clarify your comments on page 22.
Description
of Business
Pro
Sun Lights, page 22
4.
We note your response to prior comment 7 and reissue it in part. Please revise here to further disclose the material terms of the licensing
agreement, including the material obligations of both parties and termination provisions. Refer to Item 601(b)(10) of Regulation S-K.
RESPONSE:
The description on page 22 was revised to include the material terms of the licensing agreement, including the material obligations of
both parties and termination provisions.
Executive
Compensation, page 25
5.
Please update this section for the most recently completed fiscal year. Refer to Item 402 of Regulation S-K.
RESPONSE:
The section was revised to reflect the entire year of 2023's compensation.
Notes
to the Financial Statements
Stock
Based Compensation, page 41
6.
We note your response to prior comment 10. Please revise here to clearly state that currently, there is no Employee stock Purchase Plan
in effect, but that you plan on developing such a plan in the event that further employees are added.
RESPONSE:
The note—Stock Based Compensation on page 41 was revised accordingly.
Sincerely,
/s/
Varton Berian
President,
Certiplex Corp.