UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☒quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2022
or
☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______

For the quarterly period ended: June 30, 2023

or

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

 

Commission File No. 000-55964

 

Quarta-Rad, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware 45-4232089

(State or other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

1201 N. Orange St., Suite 700 
Wilmington, DE 19801
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (302) 575-0877

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share QURT OTC

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

 

Non-accelerated filer ☐ (Do not check if a smaller reporting company)Smaller reporting company ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of September 14, 2022,October 6 2023, the number of shares outstanding of the issuer’s sole class of common stock, $0.0001 par value per share, is 15,674,483.

 

 

 
 

 

table of contents

Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed and Consolidated Balance Sheets3
Condensed and Consolidated Statements of Operations4
Condensed and Consolidated Statements of Stockholders’ Equity/DeficitEquity5
Condensed and Consolidated Statements of Cash Flows7
Notes to the Condensed and Consolidated Unaudited Financial Statements8
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations1314
Item 3. Quantitative and Qualitative Disclosures about Market Risk20
Item 4. Controls and Procedures20
PART II — OTHER INFORMATION2221
Item 1. Legal Proceedings2221
Item 1A. Risk Factors2221
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds2221
Item 3. Defaults Upon Senior Securities2221
Item 4. Mine Safety Disclosures2221
Item 5. Other Information2221
Item 6. Exhibits2221
Signatures2322

2

 

QUARTA-RAD, INC. AND SUBSIDIARIES

 

CONDENSED AND CONSOLIDATED BALANCE SHEETS

(unaudited)

 

  June 30, 2023  December 31, 2022 
  As of 
  June 30, 2023  December 31, 2022 
ASSETS        
Current Assets        
Cash $137,772  $293,878 
Accounts receivable  17,463   61,658 
Accounts receivable  104,000   - 
Marketable securities, trading  48,159   173,882 
Receivable - related party  5,000   - 
Notes receivable - related party - current portion  16,620   - 
Inventory  82,000   186,068 
Total Current Assets  307,014   715,486 
         
Fixed Assets, Net  1,970   2,370 
         
Other Assets        
Notes receivable - related party, net of current portion  399,182   - 
Interest receivable - related party  12,977   - 
Deferred tax asset  30,494   35,896 
Total Other Assets  442,653   35,896 
         
TOTAL ASSETS $751,637  $753,752 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable and accrued expenses $111,407  $83,299 
Deferred revenue - related party  85,000   187,000 
Payable - related parties  185,808   134,352 
Total Liabilities  382,215   404,651 
         
Commitments and Contingencies  -   - 
         
Stockholders’ Equity        
Common Stock: authorized 50,000,000 common shares, $0.0001 par value 15,674,483 and 15,674,483 were issued and outstanding on June 30, 2023 and December 31, 2022, respectively    1,568  
    1,568 
Additional paid-in capital  346,726   346,726 
Retained earnings  21,128   807 
Total Stockholders’ Equity  369,422   349,101 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $751,637  $753,752 

         
  As of 
  June 30, 2022  December 31, 2021 
ASSETS        
Current Assets        
Cash $196,607  $260,200 
Accounts receivable  14,248   65,064 
Marketable securities, trading  145,787   126,810 
Inventory  197,052   86,787 
         
Total Current Assets  553,694   538,861 
         
Fixed Assets, Net  2,770   3,170 
         
Other Assets - Deferred tax asset  50,355   39,571 
         
TOTAL ASSETS $606,819  $581,602 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable and accrued expenses $90,216  $79,321 
Related party payable  221,897   167,758 
Total Liabilities  312,113   247,079 
         
Commitments and Contingencies  -   - 
         
Stockholders’ Equity        
Common Stock: authorized 50,000,000 common shares, $0.0001 par value 15,674,483 and 15,659,483 were issued and outstanding on June 30, 2022 and December 31, 2021, respectively  1,568   1,568 
Additional paid-in capital  346,726   346,726 
Accumulated deficit  (53,588)  (13,771)
Total Stockholders’ Equity  294,706   334,523 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $606,819  $581,602 

See accompanying notes to the condensed and consolidatedunaudited financial statements

3

QUARTA-RAD, INC. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

  

For the three
months ended

June 30, 2023

  

For the three
months ended

June 30, 2022

  

For the six
months ended

June 30, 2023

  

For the six
months ended

June 30, 2022

 
             
Sales -Quarta Rad, Inc., net $62,082  $214,177  $199,061  $532,556 
Sales - Sellavir, Inc., net - related party  40,000   30,000   102,000   94,000 
                 
Total sales, net  102,082   244,177   301,061   626,556 
                 
Cost of goods sold - Quarta-Rad, Inc.  31,256   163,605   131,821   365,560 
Cost of goods sold - Sellavir Inc.  18,235   26,691   40,966   44,658 
Cost of goods sold  18,235   26,691   40,966   44,658 
                 
Gross profit  52,591   53,881   128,274   216,338 
                 
Expenses:                
General and administrative  13,986   13,128   26,404   27,184 
Advertising  16,484   8,453   33,577   19,653 
Professional and consulting fees  41,501   48,060   74,901   79,286 
Operating expenses  71,971   69,641   134,882   126,123 
                 
Net income/(loss) from operations  (19,380)  (15,760)  (6,608)  90,215 
Other income - interest and dividends  7   2   301   5 
Other income - interest - related party  13,779   -   13,779   - 
Other income - unrealized gain/(loss) on investments  (32,691)  (78,003)  21,780   (126,970)
Other income - realized gain/(loss) on investments  21,511   11,188   (3,529)  (13,651)
Net income/(loss) before provision for income taxes  (16,774)  (82,573)  25,723   (50,401)
                 
Income tax (expense)/benefit  (3,522)  (17,340)  5,402   (10,584)
                 
Net income/(loss) $(13,252) $(65,233) $20,321  $(39,817)
                 
Income per share - basic and diluted $-  $-  $-  $- 
Income per share - diluted $-  $-  $-  $- 
                 
Weighted average shares - basic and diluted  15,674,483   15,674,483   15,674,483   15,674,483 

                 
  

For the three

months ended

June 30, 2022

  

For the three

months ended

June 30, 2021

  

For the six

months ended

June 30, 2022

  

For the six

months ended

June 30, 2021

 
             
Sales -Quarta Rad, Inc., net $214,177  $271,173  $532,556  $515,852 
Sales - Sellavir, Inc., net - related party  30,000   90,000   94,000   180,000 
                 
Total sales, net  244,177   361,173   626,556   695,852 
                 
Cost of goods sold - Quarta Rad, Inc..  163,605   -   365,560   - 
Cost of goods sold - Sellavir, Inc.  26,691   195,155   44,658   385,483 
Cost of goods sold  -   -   -   - 
                 
Gross profit  53,881   166,018   216,338   310,369 
                 
Expenses:                
General & administrative  13,128   13,341   27,184   18,369 
Advertising  8,453   20,425   19,653   36,485 
Professional and consulting fees  48,060   75,954   79,286   136,300 
Operating expenses  69,641   109,720   126,123   191,154 
                 
Net income/(loss) from operations  (15,760)  56,298   90,215  119,215 
Other income - interest and dividends  2   2   5   2 
Other income - unrealized gain/( loss) on investments  (78,003)  33,317   (126,970)  36,791 
Other income - realized loss on investments  11,188   (37,621)  (13,651)  (37,621)
Net income before provision for income taxes  (82,573)  51,996   (50,401)  118,387 
                 
Income tax expense/(benefit)  (17,340)  10,919   (10,584)  24,861 
                 
Net income/(loss) $(65,233) $41,077  $(39,817) $93,526 
                 
Income per share - basic and diluted $-  $-  $-  $0.01 
                 
Weighted average shares - basic and diluted  15,661,956   15,659,483   15,661,956   15,659,483 

See accompanying notes to the condensed and consolidatedunaudited financial statements

4

QUARTA-RAD, INC. AND SUBSIDIARIES

 

CONDENSED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Six Months Ended June 30, 2022

(Unaudited)

                     
    Additional     Total 
  Common Stock  Paid-In  Accumulated  Stockholders’ 
  Shares  Amount  Capital  Deficit  Equity 
Balance, December 31, 2021  15,674,483  $1,568  $346,726  $(13,771) $334,523 
Net loss  -   -   -  $(39,817) $(39,817)
Balance, June 30, 2022  15,674,483  $1,568  $346,726  $(53,588) $294,706 

CONDENSED AND CONSOLIDATED STATEMENTS OFIN STOCKHOLDERS’ EQUITY

Three Months EndedFor the six months ended June 30, 20222023

(Unaudited)

 

    Additional  Retained Earnings/  Total 
  Common Stock  Paid-In  (Accumulated  Stockholders’ 
  Shares  Amount  Capital  Deficit)  Equity 
Balance, March 31, 2022  15,674,483  $1,568  $346,726  $11,645  $359,939 
Net loss  -   -   -   (65,233)  (65,233)
Balance, June 30, 2022  15,674,483  $1,568  $346,726  $(53,588) $294,706 
        Additional     Total 
  Common Stock  Paid-In  Retained  Stockholders’ 
  Shares  Amount  Capital  Earnings  Equity 
Balance, December 31, 2022  15,674,483  $1,568  $346,726  $807  $349,101 
Net income  -   -   -   20,321   20,321 
Balance, June 30, 2023  15,674,483  $1,568  $346,726  $21,128  $369,422 

 

CONDENSED AND CONSOLIDATED STATEMENTS IN STOCKHOLDERS’ EQUITY

For the six months ended June 30, 2022

(Unaudited)

        Additional  Retained Earnings/  Total 
  Common Stock  Paid-In  (Accumulated  Stockholders’ 
  Shares  Amount  Capital  Deficit)  Equity 
Balance, December 31. 2021  15,674,483  $1,568  $346,726  $(13,771) $334,523 
Net loss  -   -   -   (39,817)  (39,817)
Balance, June 30, 2022  15,674,483  $1,568  $346,726  $(53,588) $294,706 

See accompanying notes to the condensed and consolidatedunaudited financial statements

5

QUARTA-RAD, INC. AND SUBSIDIARIES

 

CONDENSED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

SixThree Months Ended June 30, 20212023

(Unaudited)

    Additional  Retained Earnings/  Total 
  Common Stock  Paid-In  (Accumulated  Stockholders’ 
  Shares  Amount  Capital  Deficit)  Equity 
Balance, December 31, 2020  15,659,483  $1,866  $337,427  $(21,114) $318,179 
Net income  -   -   -   93,526   93,526 
Balance, June 30, 2021  15,659,483  $1,866  $337,427  $72,412  $411,705 
        Additional  Retained Earnings/  Total 
  Common Stock  Paid-In  (Accumulated  Stockholders’ 
  Shares  Amount  Capital  Deficit)  Equity 
Balance, March 31, 2023  15,674,483  $1,568  $346,726  $34,380  $382,674 
Net loss  -   -   -   (13,252)  (13,252)
Balance, June 30, 2023  15,674,483  $1,568  $346,726  $21,128  $369,422 

 

CONDENSED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended June 202130, 2022

(Unaudited)

        Additional     Total 
  Common Stock  Paid-In  Retained  Stockholders’ 
  Shares  Amount  Capital  Earnings  Equity 
Balance, March 31, 2022  15,674,483  $1,568  $346,726  $11,645  $359,939 
Balance  15,674,483  $1,568  $346,726  $11,645  $359,939 
Net loss  -   -   -   (65,233)  (65,233)
Net income loss  -   -   -   (65,233)  (65,233)
Balance, June 30, 2022  15,674,483  $1,568  $346,726  $(53,588) $294,706 
Balance  15,674,483  $1,568  $346,726  $(53,588) $294,706 

        Additional     Total 
  Common Stock  Paid-In  Retained  Stockholders’ 
  Shares  Amount  Capital  Earnings  Equity 
Balance, March 31, 2021  15,659,483  $1,866  $337,427  $31,335  $370,628 
Net income  -   -   -   41,077   41,077 
Net income (loss)  -   -   -   41,077   41,077 
Balance, June 30, 2021  15,659,483  $1,866  $337,427  $72,412  $411,705 

See accompanying notes to the condensed and consolidatedunaudited financial statements

6

QUARTA-RAD, INC. AND SUBSIDIARIES

 

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

        
 

For the six months ended

June 30, 2022

 

For the six months ended

June 30, 2021

  For the six
months ended
June 30, 2023		 For the six
months ended
June 30, 2022		 
          
OPERATING ACTIVITIES:                
Net income/(loss) $(39,817) $93,526  $20,321  $(39,817)
                
Adjustments to reconcile net income to net cash provided by operating activities:                   
Depreciation  400   400   400   400 
Stock issued for services  -     
Net realized loss on investments  13,651   37,621   3,529   13,651 
Net unrealized (gain)/ loss on investments  126,970   (36,791)
Net unrealized (gain)/loss on investments  (21,780)  126,970 
Income tax expense/(benefit)  (10,584)  24,861   5,402   (10,584)
Changes in operating assets and liabilities:                
Accounts receivable  50,816  (37,488)  44,195   50,816 
Inventory  (110,265)  11,846   104,068   (110,265)
Miscellaneous receivable - related party  (5,000)  - 
Accrued interest receivable - related party  (13,779)  - 
Accounts payable and accrued expenses  10,695   (76,909)  28,108   10,695 
Miscellaneous liabilities  -   (3,552)
Deferred revenue - related party  (102,000)  - 
Related party payable  54,139   -   51,456   54,139 
Net cashed provided by operating activities  96,005   13,514   114,920   96,005 
                
INVESTING ACTIVITIES:                
Sale of marketable securities, trading  103,051   334,146   201,894   103,051 
Issuance of notes payable - related party  (415,000)  - 
Purchase of marketable securities, trading  (262,649)  (83,332)  (57,920)  (262,649)
Net cash provided by (used in) Investing Activities  (159,598)  250,814 
Net cash used in Investing Activities  (271,026)  (159,598)
                
Net change in cash  (63,593)  264,328   (156,106)  (63,593)
Cash, beginning of period  260,200   108,126   293,878   260,200 
Cash, end of period $196,607  $372,454  $137,772  $196,607 
        
Non-cash Investing and Financing Transactions:        
Repayment of officer advance by transfer or marketable securities at fair value $-  $332,533 
                
Supplemental cash flow information:                
                
Cash paid for interest $-  $-  $-  $- 
                
Cash paid for income taxes $-  $65,000  $-  $- 

See accompanying notes to the condensed and consolidatedunaudited financial statements 

7

QUARTA-RAD, INC. AND SUBSIDIARIES

 

Notes to the (unaudited) Condensed and Consolidated Financial Statements

 

NOTE 1 - BASIS OF PRESENTATION

 

The condensed and consolidated balance sheet of Quarta-Rad, Inc. and Subsidiaries (the “Company”) as of June 30, 2022,2023, and the statements of operations and changes in stockholders’ equity/deficit for the three months and six months ended June 30, 20222023 and 2021,2022, and the cash flows for six months ended June 30, 20222023 and 20212022 have not been audited. However, in the opinion of management, such information includes all adjustments (consisting of normal recurring adjustments), which are necessary to accurately reflect the financial position of the Company as of June 30, 2022,2023, the results of operations and cash flows for the periods ended June 30, 2022,2023, and 2021.2022.

 

The condensed and consolidated balance sheet as of December 31, 202131. 2022 has been derived from audited financial statements. Certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted, although management believes that the disclosures are adequate to make the information presented not misleading. Interim period results are not necessarily indicative of the results to be achieved for an entire year. These condensed and consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2021.31. 2022.

 

NOTE 2 - NATURE OF BUSINESS

 

The Company distributes detection devices, including but not limited to Geiger counters, to homeowners and interested customers in North America and Europe. The Company targets homebuilders and home renovation contractors. As noted in RISKS AND UNCERTAINTIES, the Company has encountered certain restrictions in securing inventory and is attempting to find a new supplier.

 

Sellavir is a video analytics company whose platform empowers organizations to decode videos to develop creative marketing strategies and analysis through advanced and proprietary technologies.technologies using artificial intelligence (“AI”).

 

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of Consolidation

 

The consolidated financial statements include the accounts Quarta-Rad, Inc. and its wholly-owned subsidiaries Quarta-Rad USA, Inc. and Sellavir, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods.

 

Significant estimates made by management include, among others, provisions for the valuation of accounts receivable, accrual of European VAT reserve, the recoverability of deferred tax assets, and the recoverability of inventory. The Company bases its estimates on historical experience, knowledge of current conditions and belief of what could occur in the future considering available information. The Company reviews its estimates on an on-going basis. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between the estimates and actual results, future results of operations will be affected.

 

8

QUARTA-RAD, INC. AND SUBSIDIARIES

 

Notes to the (unaudited) Condensed and Consolidated Financial Statements

Advertising

 

The Company expenses advertising costs, consisting primarily of placement in multiple publications, along with design and printing costs of sales materials, when incurred. Advertising expenseexpenses for the three months and six months ended June 30, 2022,2023, and 2021,2022, amounted to $8,45316,484, $19,65333,577, $20,4258,453, and $36,48519,653, respectively.

 

Concentration of Credit Risk

Credit is extended to online platforms and suppliers based on an evaluation of their financial condition, and collateral is generally not required. The Company performs ongoing credit evaluations of its customers and provides an allowance for doubtful accounts as appropriate.

 

Three suppliersTwo selling platforms/distributors accounted for 98% of accounts receivable at June 30, 2023 and two selling platforms/distributors accounted for 96% of accounts receivable at June 30, 2022 and two suppliers accounted for 93% of accounts receivable at December 31, 2021.31. 2022.

 

Quarta Rad purchased 100% of its inventory through one vendor, atwo related party,parties for the three and six months ended June 30, 2022,2023, and 2021. Loss of this vendor would materially impact the Company’s ability to purchase inventory.2022.

 

Earnings per Share

 

The Company’s basic earnings per share are calculated by dividing its net income available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive earnings per share is calculated by dividing its net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no potentially dilutive instruments outstanding at during the periods ended June 30, 2022,2023, and 2021.2022.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, “Financial Instruments” include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments, except marketable securities are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 20222023 and December 31, 2020.31. 2022. Marketable securities are level one assets recorded at fair value.

 

FASB ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

●Level 1. Observable inputs such as quoted prices in active markets;
  
●Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
  
●Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

 

9

The Company’s investment securities consist of common and preferred stock.options. Substantially all the Company’s investments are Level 1. The fair market value is based on quoted prices in active markets for identical assets. Financial assets are measured at fair value on a recurring basis. The following table provides information at June 30, 2022 and December 31, 20212023 about the Company’s financial assets measured at fair value on a recurring basis.

Values on June 30, 2023:

SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS

  Level 1  Level 2  Level 3  Total 
Assets at fair value:                
Marketable Securities $48,159  $-  $-  $48,159 
                 
Total assets at fair value, June 30, 2023 $48,159  $-  $-  $48,159 

9

Values on June 30, 2022:QUARTA-RAD, INC. AND SUBSIDIARIES

  Level 1  Level 2  Level 3  Total 
Assets at fair value:                
Marketable Securities $145,787  $-  $-  $145,787 
                 
Total assets at fair value, June 30, 2022 $145,787  $-  $-  $145,787 

Notes to the (unaudited) Condensed and Consolidated Financial Statements

 

Values on December 31, 2021:31. 2022:

 

 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 
Assets at fair value:                         
Marketable Securities $126,810  $-  $-  $126,810  $173,882  $-  $-  $173,882 
                         
Total assets at fair value, December 31, 2021 $126,810  $-  $-  $126,810 
Total assets at fair value, December 31. 2022 $173,882 $- $- $173,882 

 

Revenue Recognition

 

The Company follows guidance from FASB Accounting Standards Codification ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). The guidance sets forth a five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance.

 

Our principal activities from which we generate our revenue are product sales and consulting services.

 

Revenue is measured based on consideration specified in a contract with a customer. A contract with a customer exists when we enter into an enforceable contract with a customer. The contract is based on either the acceptance of standard terms and conditions on the websites for e-commerce customers and via telephone with our third-party call center for our print media and direct mail customers, or the execution of terms and conditions contracts with retailers and wholesalers. These contracts define each party’s rights, payment terms and other contractual terms and conditions of the sale. Consideration is typically paid prior to shipment via credit card or check when our products are sold direct to consumers or approximately 30 days from the time control is transferred when sold to wholesalers, distributors and retailers. We apply judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience and, in some circumstances, published credit and financial information pertaining to the customer.

 

10

A performance obligation is a promise in a contract to transfer a distinct product to the customer, which for us is transfer of devices to our customers. Performance obligations promised in a contract are identified based on the goods that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract, whereby the transfer of the goods is separately identifiable from other promises in the contract. We have concluded the sale of goods and related shipping and handling are accounted for as the single performance obligation.

 

The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The transaction price is determined based on the consideration to which we will be entitled to receive in exchange for transferring goods to the customer. We issue refunds to e-commerce and print media customers, upon request, within 30 days of delivery. We estimate the amount of potential refunds at each reporting period using a portfolio approach of historical data, adjusted for changes in expected customer experience, including seasonality and changes in economic factors. For retailers, distributors and wholesalers, we do not offer a right of return or refund and revenue is recognized at the time products are shipped to customers. In all cases, judgment is required in estimating these reserves. Actual claims for returns could be materially different from the estimates. There was no reserve for sales returns and allowances, at June 30, 20222023 and December 31, 2021,31. 2022, respectively.

 

10

QUARTA-RAD, INC. AND SUBSIDIARIES

Notes to the (unaudited) Condensed and Consolidated Financial Statements

We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when product is shipped. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by us from a customer, are excluded from revenue. Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfilment cost and are included in cost of product sales.

 

We recognize consulting revenue over timestime as services are performed.

During the third quarter of 2022, Sellavir billed and received $220,000 from a related party for services to be performed during the fourth quarter of 2022 and throughout 2023. $85,000 is included as deferred revenue-related party at June 30, 2023 and $187,000 at December 31. 2022.

 

Recent Accounting Pronouncements

 

In December 2019, the Financial Accounting Standards Board (FASB)We have adopted all recently issued Accounting Standards Update (ASU) 2019-12 Simplifying the Accounting for Income Taxes. Effective for public entities for fiscal years beginning after December 15, 2020. The ASU is intended to simplify aspects of accounting for income taxes, including deferred taxes on investments, and calculation of taxes in interim periods.pronouncements. The adoption of this guidance by the Company didnew accounting pronouncements is not anticipated to have a material impacteffect on its financial statements and related disclosures.our operations.

 

Risks and Uncertainties

RUSSIAN INVASION OF UKRAINE

 

In February 2022, Russia invaded the nation of Ukraine and certain sanctions and banking restrictions were levied upon Russia. As a result, the Company’s ability to purchase inventory was impacted. The Companyfrom Russia has been able to resume purchasing inventory and fulfill incoming orders.impacted.

 

The Company is actively monitoring the situation and working closely with their suppliers and logistics companies to mitigate the impact. During October 2022 the Company has encountered additional restrictions in the EU and believes their ability to continue to sell in the EU will be diminished. The Company is continuing to search for an alternate source. The lack of a stable vendor is having a significant impact on the Company.

 

The Company is continuing to expand its AIArtificial Intelligence business through development of new services and software, and consulting on strategies and implementation, and are in the process of transforming our company from an import heavy revenue entity to AI services revenue becoming the majority of total sales. The Company is focusing its unique footprint in the Japanese market to continue to expand Sellavir products and services. Due to the constraints with the Quarta Rad related income, additional focus and resources will be utilized by Sellavir. Sellavir has received $220,000, as noted in Note 7, to further build out its AI infrastructure.

NOTE 4–NOTE RECEIVABLE – RELATED PARTY

During March 2023, Sellavir entered into a loan agreement with a related Thai Corporation for the purchase of land and to ultimately build a structure. The Company’s CEO and majority shareholder became the CEO and a minority shareholder in the Thai entity in May 2023. The Thai Corporation will repay Sellavir $9,000,000 Thai Bhat, valuaed at $261,038, at the time of the loan, which includes a premium of $16,038 plus interest a rate of 15% per annum. Payments are deferred until April 1, 2024, with quarterly principal payments due through April 1, 2028. Interest is payable at the end of the loan. The Company will amortize the premium over the life of the loan. Payments are payable in Thai Baht. The loan is secured by land located in Thailand.

The Company issued an additional loan to the Thai Corporation in May 2023 for $170,000, at the rate of 15% per annum. Payments are deferred until April 1, 2014, with quarterly principal payments due through April 2028. Interest is payable at the end of the loan. The loan is secured by land located in Thailand.

Accrued interest at June 30, 2023 for both loans is $12,977 included as a long-term asset, interest receivable – related part.

 

11

QUARTA-RAD, INC. AND SUBSIDIARIES

Notes to the (unaudited) Condensed and Consolidated Financial Statements

 

NOTE 4–5–PROPERTY AND EQUIPMENT

 

Property and Equipment at June 30, 20222023 and December 31, 202131. 2022 consisted of:

SCHEDULE OF PROPERTY AND EQUIPMENT

        
 June 30, December 31,
 
 2022 2021  
 

June 30,

2023

 
 

December 31,

2022

 
 
Computer Equipment $4,005  $4,005  $4,005  $4,005 
Accumulated Depreciation  (1,235)  (835)  (2,035)  (1,635)
Net Property & Equipment $2,770  $3,170  $1,970  $2,370 

 

The Company recognized $200, $400, $200, and $400 in depreciation expense in each period for the three months and six months ended June 30, 20222023 and 2021,2022, respectively.

 

NOTE 5–6–RELATED PARTY TRANSACTIONS

The Company sells radiation monitors and to date has purchased all of itsit inventory from Quarta-Rad, LTD (“QRR”), a company in Russia, which is owned by athe Company’s minority shareholder of the Company.shareholder. Total inventory purchased was $$-383,762 0- and $324,590383,762 for the six months ended June 30, 2023, and 2022, respectively. Through May 2022, the Company purchased its inventory directly through QRR. In May 2022, the Company began using Star Systems Corporation (“STAR”), a Japanese entity owned by the Company’s majority shareholder, as an intermediary to purchase inventory from QRR. $-0- and 2021,$213,271 was purchased directly from QRR during the six months ended June 30, 2023, and 2022, respectively. $-0- and $170,491 was purchased through Star through the six months ended June 30, 2023 and 2022, $317,294 was purchased through Star during the year ended December 31, 2022. The amount due in connection with inventoryCompany also paid $22,473 to Star during 2022 for upgrades to inventoriable items. The Company owes Star $42,502 as of June 30, 20222023 and December 2021 is $96,27231, 2022. The balances are due on demand and $12,180, respectively.do not incur interest.

 

During July 2017, the Company entered into an agreement with the Russian Affiliate to develop and update software for a new device for $180,000. The development contract ended December 31, 2019. The amount due in connection with this agreement as of June 30, 20222023, and December 31, 202131. 2022, is $91,850 and $111,85091,850, respectively. The balances are due on demand and do not incur interest.

 

In April 2021, the Company began compensating its CEO, who is the majority shareholder. As of June 30, 2022,2023, the Company has accrued $40,00072,000 for this compensation. The Company expensed $8,000, $16,000, $8,000, and $-$08,000- for the three and six months ended June 30, 2022,2023, and 2021,2022, respectively. As of June 30, 20222023, and December 31, 2021,31. 2022, is due $29,67744,159 and $$-43,7290-, respectively, for expenses paid by the shareholder on behalf of the Company, included in related party payables.Company. The shareholder paid for $95,94854,856 and $58,46895,948 in expenses during the six months ended June 30, 2023, and 2022 respectively. The balances are due on demand and 2021 respectively.do not incur interest.

 

Sellavir hadrecognized $30,00040,000. $94,000102,000, $90,00030,000 and $180,00094,000 of revenue for the three months and six months ended June 30, 2022,2023, and 2021,2022, respectively from a related entity wholly owned by the majority shareholder of the Company.

 

NOTE 6–7–SEGMENTS

The Company has two operating segments through the operations of Quarta-Rad and Sellavir. The Company evaluates the performance of its segments based on revenues, operating income(loss) and net income(loss).

 

12

QUARTA-RAD, INC. AND SUBSIDIARIES

Notes to the (unaudited) Condensed and Consolidated Financial Statements

Segment information for the three months and six months ended JuneSeptember 2022 and 20212022 is as follows:

SCHEDULE OF SEGMENT INFORMATION

For the six months ended June 30, 2022
For the six months ended June 30, 2023For the six months ended June 30, 2023
 Quarta-Rad Sellavir Consolidated  Quarta-Rad Sellavir Consolidated 
Revenues $532,556   94,000  $626,556  $199,061   102,000  $301,061 
Income from operations  43,933   46,282   90,215 
Income/(loss) from operations  (63,158)  56,550   (6,608)
Net income/(loss) $34,705   (74,522) $(39,817) $(49,891)  70,212  $20,321 

 

For the three months ended June 30, 2022
For the three months ended June 30, 2023For the three months ended June 30, 2023
 Quarta-Rad Sellavir Consolidated  Quarta-Rad Sellavir Consolidated 
Revenues $214,177   30,000  $244,177  $62,082   40,000  $102,082 
Income from operations  (16,994)  1,234   (15,760)
Loss from operations  (37,909)  18,529   (19,380)
Net income/(loss) $(13,427)  (51,806) $(65,233) $(29,948)  16,696  $(13,252)

 

For the six months ended June 30, 2021
For the six months ended June 30, 2022For the six months ended June 30, 2022
 Quarta-Rad Sellavir Consolidated  Quarta-Rad Sellavir Consolidated 
Revenues $515,852  $180,000  $695,852  $532,556  $94,000  $626,556 
Income/(loss) from operations  (6,190)  125,405   119,215 
Income from operations  43,933   46,282   90,215 
Net income/(loss) $(4,890) $98,416  $93,526  $34,705  $(74,522) $(39,817)

 

For the three months ended June 30, 2021
For the three months ended June 30, 2022For the three months ended June 30, 2022
 Quarta-Rad Sellavir Consolidated  Quarta-Rad Sellavir Consolidated 
Revenues $271,173  $90,000  $361,173  $214,177  $30,000  $244,177 
Income/(loss) from operations  (1,240)  57,538   56,298   (16,998)  1,238   (15,760)
Net income/(loss) $(980) $42,057  $41,077 
Net loss $(13,427) $(51,806) $(65,233)

 

        
Total Assets 

As of June 30,

2022

 

As of December 31,

2021

  As of
June 30, 2023		 As of
December 31, 2022		 
Quarta-Rad $403,335  $306,842  $261,357  $337,587 
Sellavir  203,484   274,760   490,280   416,165 
Total Assets $606,819  $581,602  $751,637  $753,752 

NOTE 7–8– COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

The Company is currently undergoing a multi-year VAT tax examination by certain European tax authorities. As of June 30, 2022,2023, the outcome of these examinations is uncertain, and the Company is disputing any amounts due. The estimated liabilities on the VAT tax exposure could anywhere from $0 to $125,000 based on estimates and information provided to management. The Company believes its exposure is limited to $100,000, which was accrued in 2019. The Company paid $41,822 during 2020, $35,680 during 2021, and $3,783 during 2022 towards the estimated liability, a remainder of $18,715 and $22,498 is included in accounts payable and accrued expenses as of June 30, 20222023 and December 31, 2021,31. 2022, respectively. Actual results from this matter could differ from this estimate.

 

Legal

 

In the normal course of business, the Company may become involved in various legal proceedings. The Company knows of no pending or threatened legal proceeding to which the Company is or will be a party that, if successful, might result in material adverse change in the Company’s business, properties or financial condition.

 

NOTE 8–9–SUBSEQUENT EVENTS

 

The Company has performed an evaluation of events occurring subsequent to June 30, 20222023 through September 14, 2022.October 6, 2023. Based on its evaluation, there is nothing to be disclosed herein.

1213

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

 

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited condensed financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited condensed financial statements.

 

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Quarta-Rad, Inc., a Delaware corporation, unless the context requires otherwise.

 

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and threesix months ended June 30, 20222023 and 2021.2022. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

 

Results of Operations

 

General

 

We were incorporated under the laws of the State of Delaware on November 29, 2011 with fiscal year end in December 31. We were formed to distribute and sell detection devices to homeowners and interested consumers in North America. Initially, our business plan was to sell products on consignment from Star Systems Japan, a corporation owned by our majority shareholder. We purchased these products from Quarta-Rad, Ltd., a company owned by our minority shareholder. We also targeted direct-to-consumer sales since we believe we can distribute these products through the Internet. We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

 

During April 2020, we acquired Quarta-Rad USA, Inc., a Delaware corporation, as a wholly owned subsidiary. There was no consideration paid for the shares. The purpose of the acquisition is to separate the sales of certain products in separate entities. There was no activity, assets or liabilities in the subsidiary through June 30, 2022.2023.

 

During December 2020, we acquired Sellavir, Inc, a Delaware corporation, under common control, as a wholly owned subsidiary. We acquired the company in exchange for 333,333 shares of our common stock. The value of the stock on the date of issue was approximately $170,000.Inc. Sellavir is a video analyticsan AI company whose platform empowers organizations to decode videos to develop creative marketing strategies and analysis through advanced and proprietary technologies.

 

As of the date of this Form 10-Q, we continue to expand our operations and expect to increase our revenues with additional working capital. Our chief executive officer and director, Victor Shvetsky, and our director and president, Alexey Golovanov, are our only employees. Mr. Shvetsky and Mr. Golovanov will devote at least ten hours per week to us but may increase the number of hours as necessary. Beginning in 2013, we began purchasing the products from Quarta-Rad, Ltd., our related party supplier and it shipped the products to us. We then shipped the products to a third-party online retailer, to hold for Internet sales and sales to our third-party resellers.

 

Our administrative office is located at 1201 N. Orange St., Suite 700, Wilmington, DE 19801, which is a virtual office.

 

We continue to focus our business operations on the development of our distribution agreements and reseller network as well as continue to advertise on the Internet. We plan to continue to utilize our website to promote the products to home renovation contractors and other purchasers of detection devices. We are promoting the detection products by advertising our website and marketing to independent distributors and others interested in detection devices. We purchase the products from QRR, which is owned by our minority shareholder and is the original manufacturer for RADEX product line. Under an oral agreement with QRR, we have the exclusive distribution rights for sale of QRR products in Europe, the US, and Asia (excluding China) for a period of 10 years. We sell the products we purchase from QRR directly to third party buyers and to resellers. The purchase terms require us to prepay for the products we purchase at a price that is set forth in each purchase order. In October 2018, our United Kingdom retail platform was suspended due to certain UK restrictions. We are in the process of becoming compliant in order to lift these restrictions and exploring and testing new partners for EU distribution. We initially reserved $100,000 on our balance sheet as accrued expenses in connection with this matter. The Company paid $41,822 during 2020 towards the estimated liability, $35,679 in April 2021, and $3,783 in April 2022. A remainder of $18,715 is included in accounts payable and accrued expenses as of June 30, 2022.2023.

13

 

Sellavir Consulting:

 

We expanded our operations through the acquisition of Sellavir Inc. in December 2020. Sellavir is an AI company that leverages its knowledge in neural networks to provide customized AI and development services to our clients. Our services are focused on offering customized solutions for image processing. Our current business model relies on identifying the specific customer needs and developing a software solution to address them. We currently do not have any clients in the US, and our sole revenue stream is from our Japanese reseller. We rely on their sales staff for the identification of new opportunities in the Japanese market. Quarta-Rad has acquired the company to:

 

- leverage Sellavir capabilities to combine it with its Radex series to offer AI-enhanced radiation detection capabilities

- expand its scope outside the radiation measurement

 

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our condensed financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the condensed financial statements included in this Quarterly Report on Form 10-Q.

 

14

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the six months ended June 30, 2022,2023, and 2021,2022, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.

14

 

The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net income for the six months ended June 30, 20222023, is comprised of:

 

 Quarta Rad Sellavir Total  Quarta Rad Sellavir Total 
Sales $532,556  $94,000  $626,566  $199,061  $102,000  $301,061 
Cost of Good Sold  365,560   44,658   410,218   131,821   40,966   172,787 
Gross Profit  166,996   49,342   216,338   67,240   61,034   128,274 
                        
Expenses:                        
General & administrative  25,124   2,060   27,184   25,920   484   26,404 
Advertising  19,653   -   19,653   33,577   -   33,577 
Professional and consulting fees  78,286   1,000   79,286   70,901   4,000   74,901 
Operating expenses  123,063   3,060   126,123   130,398   4,484   134,882 
                        
Net income (loss) from operations  43,933   46,282   90,215   (63,158)  56,550   (6,608)
                        
Interest and dividends  -   5   5   -   301   301 
Interest - related party  -   13,779   13,779 
Unrealized gain/(loss) on investments  -   (126,970)  (126,970)  -   21,780   21,780 
Realized gain/(loss) on investments  -   (13,651)  (13,651)  -   (3,529)  (3,529)
Interest expense      -   -       -   - 
Income tax (expense)/benefit  (9,226)  19,810   10,584   13,263   (18,665)  (5,402)
                        
Net income/(loss) $34,707  $(74,524) $(39,817) $(49,895) $70,216  $20,321 

The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net income for the three months ended June 30, 2022,2023, is comprised of:

 

 Quarta Rad Sellavir Total  Quarta Rad Sellavir Total 
Sales $214,177  $30,000  $244,177  $62,082  $40,000  $102,082 
Cost of Good Sold  163,605   26,691   190,296   31,256   18,235   49,491 
Gross Profit  50,572   3,309   53,881   30,826   21,765   52,591 
                        
Expenses:                        
General & administrative  12,055   1,073   13,128   13,750   236   13,986 
Advertising  8,453   -   8,453   16,484   -   16,484 
Professional and consulting fees  47,060   1,000   48,060   38,501   3,000   41,501 
Operating expenses  67,568   2,073   69,641   68,735   3,236   71,971 
                        
Net income (loss) from operations  (16,996)  1,236   (15,760)  (37,909)  18,529   (19,380)
                        
Interest and dividends  -   2   2   -   7   7 
Other income - interest - related party  -   13,779   13,779 
Unrealized gain/(loss) on investments  -   (78,003)  (78,003)  -   (32,691)  (32,691)
Realized gain/(loss) on investments  -   11,188   11,188   -   21,511   21,511 
Interest expense  -   -   -   -   -   - 
Income tax benefit  3,569   13,771   17,340 
Income tax (expense)/benefut  7,961   (4,439)  3,522 
                        
Net income/(loss) $(13,427) $(51,806) $(65,233) $(29,948) $16,696  $(13,252)

 

15

Consolidated Totals:

 

Three months ended June 30, 2022 compared with the three months ended June 30, 2021

Revenues. Our net revenues decreased $116,996, or 32.39% to $244,177 for the three months ended June 30, 2022 compared with $361,173 for the three months ended June 30, 2021. The decrease was due to a decrease in Sellavir revenue due to timing of project billing and decrease in Quarta Rad revenue due to a temporary delay in the ability to purchase inventory.

Cost of Goods Sold. Our Cost of Goods Sold decreased $4,859 or 2.49% or to $190,296 for the three months ended June 30, 2022 compared to $195,155 for the comparable period in 2021. The decrease was a result of a decrease in sales.

Operating Expenses. For the three months ended June 30, 2022, our total operating expenses decreased $40,079 or 36,53% to $69,641 compared to $109,720 for the three months ended June 30, 2021. The decrease is primarily attributable to the Company’s decrease in professional fees and advertising.

Net Income. Our net income decreased $106,310 to a net loss of ($65,233) for the three months ended June 30, 2022 compared to net income of $41,077 for the three months ended June 30, 2021. The decrease was primarily due to unrealized losses on investments.

Six months ended June 30, 20222023, compared with the six months ended June 30, 20212022

 

Revenues. Our net revenues decreased $69,296,$325,495, or 9.96%51.95% to $626,566$301,061 for the six months ended June 30, 2022,2023, compared with $695,852$626,556 for the six months ended June 30, 2021.2022. The decreasereduction was due to a decrease in Sellavir revenue due to timing of project billing.

Cost of Goods Sold. Our Cost of Goods Sold increased $24,735 or 6.40% to $410,218 for the six months ended June 30, 2022 compared to $385,483 for the comparable period in 2021. The increase was a result in classification of Sellavir direct costs.

Operating Expenses. For the six months ended June 30, 2022, our total operating expenses decreased $65,031 or 34.02% to $126,123 compared to $191,154 for the six months ended June 30, 2021. The decrease is primarily attributable to the Company’s decrease in professional fees and advertising.

Net Income. Our net income decreased $133,343 to a net loss of ($39,817) for the six months ended June 30, 2022 compared to net income of $93,526 for the six months ended June 30, 2021. The decrease was primarily due to realized and unrealized losses on investments.

16

QUARTA-RAD

Three months ended June 30, 2022 compared with the three months ended June 30, 2021

Revenues. Our net revenues decreased $56,996, or 21.02% to $214,177 for the three months ended June 30, 2022 compared with $271,173 for the three months ended June 30, 2021. Quarta Rad revenue due to a temporary delay in the ability to purchase inventory.

Cost of Goods Sold.

Our Cost of Goods Sold decreased $31,550 or 16.17% to $163,605 for the three months ended June 30, 2022 compared to $195,155 for the comparable period in 2021. The decrease was a result of the decrease in recognized sales.

Operating Expenses. For the three months ended June 30, 2022, our total operating expenses decreased $9,690 or 12.54% to $67,568 compared to $77,2581for the three months ended June 30, 2021. The decrease is primarily attributable to the Company’s decrease in professional fees and advertising.

Net Income. Our net loss increased $12,447 to a net loss of ($13,427) for the three months ended June 30, 2022 compared to a net loss of ($980) for the three months ended June 30, 2021. The increase was primarily related to decrease in sales.

Six months ended June 30, 2022 compared with the three months ended June 30, 2021

Revenues. Our net revenues increased $16,704, or 3.24% to $532,556 for the six months ended June 30, 2022, compared with $515,852 for the six months ended June 30, 2021. The increase was due to an increase in the demandsales of our RD1503 model.

 

Cost of Goods Sold. Our Cost of Goods Sold decreased $19,923$237,431 or 5.17%57.88% to $365,560$172,787 for the six months ended June 30, 2022,2023, compared to $385,483$410,218 for the comparable period in 2021.2022. The decrease was a result of shippingQuarta Rad direct costs due to reduced revenue.

Operating Expenses. For the six months ended June 30, 2023, our total operating expenses increased $8,759 or 6.94% to $134,882 compared to $126,123 for the six months ended June 30, 2022. The increase is primarily attributable to the Company’s increase in recognition of advertising expenses.

Net Income. Our net income increased $60,138 to $20,321 for the six months ended June 30, 2023 compared to a net loss of ($39.817) for the six months ended June 30, 2022. The increase was primarily due to a decrease in unrecognized gain on investments.

QUARTA-RAD

Six months ended June 30, 2023, compared with the six months ended June 30, 2022

Revenues. Our net revenues decreased $333,495, or 62.62% to $199,061 for the six months ended June 30, 2023 compared with $532,556 for the six months ended June 30, 2022. The decrease was due to a decrease in the demand of our RD1503 model.

Cost of Goods Sold. Our Cost of Goods Sold decreased $233,739 or 63,94% to $131,821 for the six months ended June 30, 2023, compared to $365,560 for the comparable period in 2022. The decrease was a result of decreased sales.

Operating Expenses. For the six months ended June 30, 2023, our total operating expenses increased $7,330 or 5.96% to $130,393 compared to $123,063 for the six months ended June 30, 2022. The increase is primarily attributable to the Company’s increase in advertising expenses.

Net Income. Our net loss increased $84,598 to a net loss of ($49,891) for the six months ended June 30, 2023, compared to net income of $34,707 for the six months ended June 30, 2022. The increase was primarily related to a decrease in sales.

SELLAVIR

Six months ended June 30, 2023, compared with the six months ended June 30, 2022

Revenues. Our net recognized revenue increased $8,000 or 8.51% to $102,000 for the six months ended June 30, 2023 compared with $94,000 for the six months ended June 30, 2022. The increase was due to the timing of recognized revenue.

Cost of Goods Sold. Our Cost of Goods Sold decreased $3,692 to $40,966 for the six months ended June 30, 2023, compared to $44,658 for the comparable period in 2022. The decrease was primarily due to decreased contractor costs.

 

Operating Expenses. For the six months ended June 30, 2022,2023, our total operating expenses decreased $13,494increased $1,429 or 9.88% to $123,06546.70% to. $4,489 compared to $136,559$3,060 for the six months ended June 30, 2021.2022. The decrease isincrease was primarily attributable to the Company’s decreasean increase in professional fees and advertising.fees.

 

Net Income. Our net income increased $39,595$144,736 to $34,705$70,212 for the six months ended June 30, 2022,2023, compared to a net loss of ($4,890)74,524) for the six months ended June 30, 2021.2022. The increase was primarily due to an increase in unrealized gain on investments.

Consolidated Totals:

Three months ended June 30, 2023, compared with the three months ended June 30, 2022

Revenues. Our net revenues decreased $142,095, or 71.01% to $102,082 for the three months ended June 30, 2023, compared with $244,177 for the three months ended June 30, 2022. The reduction was primarily attributable to the sales and reduction of our RD1503 model.

Cost of Goods Sold. Our Cost of Goods Sold decreased $140,805 or 86,06% to $49,491 for the three months ended June 30, 2023 compared to $190,296 for the comparable period in 2022. The decrease was a result of Quarta Rad direct costs due to reduced revenue.

Operating Expenses. For the three months ended June 30, 2023, our total operating expenses increased $2,330 or 3.35% to $71,971 compared to $69,641 for the three months ended June 30, 2022. The increase is primarily attributable to the Company’s increase in recognition of advertising expenses.

Net Income. Our net loss decreased $51,981 or 79,69% to $20,321 for the three months ended June 30, 2023 compared to $65,223 for the three months ended June 30, 2022. The increase was primarily due to a decrease in unrecognized gain on investments.

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QUARTA-RAD

Three months ended June 30, 2023, compared with the three months ended June 30, 2022

Revenues. Our net revenues decreased $152,095, or 71.01% to $62,802 for the three months ended June 30, 2023 compared with $214,177 for the three months ended June 30, 2022. The decrease was due to a decrease in the demand of our RD1503 model.

Cost of Goods Sold. Our Cost of Goods Sold decreased $132,349 or 80,90% to $31,256 for the three months ended June 30, 2023, compared to $163,605 for the comparable period in 2022. The decrease was a result of decreased sales.

Operating Expenses. For the three months ended June 30, 2023, our total operating expenses increased $1,167 or 1.73% to $68,735 compared to $67,568 for the three months ended June 30, 2022. The increase is primarily attributable to the Company’s increase in advertising expenses.

Net Income. Our net loss increased $16,521 or 123.04% to a net loss of ($29,948) for the three months ended June 30, 2023, compared to a net loss of ($13,427) for the three months ended June 30, 2022. The increase was primarily related to a decrease in sales.

 

SELLAVIR

 

Three months ended June 30, 20222023, compared with the three months ended June 30, 20212022

 

Revenues. Our net revenues decreased $60,000recognized revenue increased $10,000 or 66,67%33.33% to $40,000 for the three months ended June 30, 2023 compared with $30,000 for the three months ended June 30, 2022 compared with $90,0002022. The increase was due to the timing of recognized revenue.

Cost of Goods Sold. Our Cost of Goods Sold decreased $8,456 or 31.68%to $18,235 for the three months ended June 30, 2021.2023, compared to $26,691 for the comparable period in 2022. The decreaseincrease was primarily attributabledue to the timing of billed servicesincreased contractor costs.

 

Operating Expenses. For the three months ended June 30, 2022,2023, our total operating expenses decreased $30,389increased $1,163 or 93,61%56.10% to. $2,073$3,236 compared to $32,462$2,073 for the three months ended June 30, 2021.2022. The decreaseincrease was primarily attributable to a decrease and classification ofan increase in professional fees.

 

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Net Loss.Income. Our net income increased $68,502 to $16,696 for the three months ended June 30, 2023, compared to a net loss increased $93,863 toof ($51,806) for the three months ended June 30, 2022 compared to net income of $42,057 for the three months ended June 30, 2021.2022. The increase was primarily attributabledue to realized andan increase in unrealized losses on investments.

Six months ended June 30, 2022 compared with the six months ended June 30, 2021

Revenues. Our net revenues decreased $86,000 or 47.78% to $94,000 for the six months ended June 30, 2022, compared with $90,000 for the six months ended June 30, 2021. The decrease was primarily attributable to the timing of billed services

Operating Expenses. For the six months ended June 30, 2022, our total operating expenses decreased $21,148 or 95.55% to. $985 compared to $22,133 for the six months ended June 30, 2021. The decrease was primarily attributable to a decrease in professional fees.

Net Loss. Our net loss increased $172,938 to ($74,552) for the six months ended June 30, 2022, compared to net income of $98,416 for the six months ended June 30, 2021. The increase was primarily attributable to realized and unrealized lossesgain on investments.

 

Liquidity and Capital Resources. During the sixthree months ended June 30, 2022,2023, we used cash for operating expenses from cash on hand and the sale of products on the Internet and from independent, third partythird-party resellers and from consulting revenue from Sellavir.

 

Our total assets were $606,809$751,637 and $581,602$ $753,752 as of June 30, 20222023, and December 31, 2021,2022, respectively, consisting of $196,607and $260,200,$137,772 and $293,878, respectively, in cash. Our working capital deficit was $294,706 and $334,523($75,201) as of June 30, 20222023 and our working capital was $ 310,835 as of December 31, 2021, respectively.2022.

 

We had $96,005and $13,534$115,722 and $96,005 in cash provided by operating activities for the six months ended June 30, 20222023 and 2021,2022, respectively.

 

We had $271,828 and $159,598 in cash used and $250,814 in cash provided by investing activities for net sale of marketable securities for the six months ended June 30, 2023 and 2022, respectively. During March and 2021, respectively.May 2023 Sellavir entered into loan agreements with a related Thai Corporation. The investment includes a premium of $16,038 plus interest rate of 15% per annum. The loan is secured by land located in Thailand.

 

We had no cash provided by financing activities for the six months ended June 30, 2023 and 2022, and 2021, respectively.

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The Company had no formal long-term lines of credit or other bank financing arrangements as of June 30, 2022.2023.

 

The Company has no current plans for the purchase or sale of any plant or equipment.

 

The Company has no current plans to make any changes in the number of employees.

 

Impact of Inflation

 

The Company believes that inflation has had a negligible effect on operations over the past quarter.

 

Capital Expenditures

 

The Company expended no amounts on capital expenditures for the six months ended June 30, 2022.2023.

 

Plan of Operation

 

Our business strategy is to continue to market our website (www.quartarad.com)(www.quartarad.com). We have used our website to market products for sale to consumers as well to third party distributors. We will continue to strengthen our presence on e-commerce sites. We are also focusing on expanding our reseller network by targeting large consumer retail chains.

 

The number of detection devices, which we will be able to sell will depend upon the success of our marketing efforts through our website and the distributors that we will enter into agreement with to sell the products.

 

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During December 2020, Quarta-Rad acquired Sellavir, Inc, a Delaware corporation, under common control, as a wholly owned subsidiary. We acquired the company in exchange for 333,333 shares of our common stock. The value of the stock on the date of issue was approximately $170,000. Sellavir is a video analytics company whose platform empowers organizations to decode videos to develop creative marketing strategies and analysis through advanced and proprietary technologies. Quarta-Rad has acquired the company to leverage Sellavir capabilities to combine it with its Radex series to offer AI-enhanced radiation detection capabilities and expand its scope outside of radiation measurement.

We intend to implement the following tasks within the next twelve months:

 

Inventory:

We intend to purchase inventory to increase our sales. We believe that these funds will be initially sufficient for us to increase our inventory from Quarta-Rad, Ltd. The amount needed for inventory purchases is directly related to the demand for sales of our product.

 

Marketing: (Estimated cost $25,000-$75,000). In addition to the website modification costs, we intend to increase our marketing efforts on the Internet to generate leads and sales. We will also utilize funds to develop marketing brochures and materials to market the products to industry professionals such as home renovation contractors.

 

Secure Distribution Agreements: (Estimated cost $10,000). We plan to seek and secure distribution agreements for the sale of our detection devices.

 

Our management does not anticipate the need to hire additional full or part- time employees over the next three (3) months, as the services provided by our officers and directors and our independent contractor appear sufficient at this time. We believe that our operations are currently on a small scale that is manageable by these two individuals as well

as our independent contractor. Our management’s responsibilities are mainly administrative at this stage. While we believe that the addition of employees is not required over the next three (3) months, the professionals we plan to utilize will be considered independent contractors. We do not intend to enter into any employment agreements with any of these professionals. Thus, these persons are not intended to be employees of our company.

 

We currently do not own any equipment that we would seek to sell in the near future; we do not have any off-balance sheet arrangements; and we have not paid for expenses on behalf of our directors.

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Off-Balance Sheet Arrangements

 

None.

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we make in this Quarterly Report on Form 10-Q, are forward-looking. The words “anticipates,” “believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,” “projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.

 

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.

 

19

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all those risks, nor can we assess the impact of all those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them considering new information or future events.

 

Critical Accounting Policies

 

Our condensed financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates, judgments and assumptions that affect reported amounts of assets, liabilities, revenues and expenses. We continually evaluate the accounting policies and estimates used to prepare the condensed financial statements. The estimates are based on historical experience and assumptions believed to be reasonable under current facts and circumstances. Actual amounts and results could differ from these estimates made by management. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in our Annual Report on Form 10-K for the year ended December 31, 20212022, and Note 1 to the Condensed and Consolidated Financial Statements in this Form 10-Q.

19

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

Item 4. Controls and Procedures

 

Disclosure of controls and procedures.

 

The Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the

Rule 13a-15 of the Securities Exchange Act of 1934. The Company’s officer, its president, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of June 30, 20222023 based on the criteria establish in Internal Control Integrated Framework issued by the 2013 Committee of Sponsoring Organizations of the Treadway Commission. Based on the foregoing evaluation, we have concluded that our disclosure controls and procedures were not effective as of June 30, 20222023 and that they do not allow for information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission (“SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive and Principal Accounting & Financial Officers as appropriate to allow timely decisions regarding required disclosure.

 

The material weaknesses relate to the following:

 

●We do not have adequate segregation of duties in the handling of our financial reporting. This is caused by a very limited number of personnel.

 

●Our accounting staff does not have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters.

 

●The Company has not performed a risk assessment and mapped our process to control objectives.

 

●The Company has not implemented comprehensive entity-level internal controls.

 

●The Company has not implemented adequate system and manual controls.

20

 

Plan for Remediation of Material Weaknesses

 

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate this deficiency as resources to do so become available. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2022 assessment of the effectiveness of our internal control over financial reporting.

 

Such remediation would entail enhancing the training and oversight of the accounting personnel responsible for non-routine transactions involving complex accounting matters and engaging the services of an independent consultant with sufficient expertise in income tax and complex U.S. GAAP matters to assist us in the preparation of our financial statements.

 

Management believes that the aforementioned material weaknesses did not impact our financial reporting or result in a material misstatement of our condensed financial statements.

 

Changes in internal controls over financial reporting.

 

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

2120

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

(a)The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:

 

Exhibit
NumberDescription
31.1Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.

101.INS101.INS*Inline XBRL Instance Document
101.SCH101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith.

* Filed herewith.

 

2221

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

QUARTA-RAD, INC.
September 14, 2022
October 6, 2023/s/ Victor Shvetsky
Victor Shvetsky
Chairman and Chief Executive Officer (Principal Executive
Officer) and Chief Financial Officer (Principal Accounting and Financial Officer)

 

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