QURT 10-Q
Quarta-Rad, Inc. (QURT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended:
or
For the transition period from ______ to ______
Commission
File No.
(Exact Name of Registrant as Specified in its Charter)
(State or other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
| 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.
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
☐
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 ☐ |
| 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
☐
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 November 22, 2021, the number of shares outstanding of the issuer’s sole class of common stock, $0.0001 par value per share, is .
table of contents
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Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED BALANCE SHEETS
| As of | ||||||||
| September 30, 2021 | December 31, 2020 | |||||||
| (unaudited) | (audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Marketable securities, trading | - | |||||||
| Inventory | ||||||||
| Deferred tax asset | ||||||||
| Due from officer | - | |||||||
| Total Current Assets | ||||||||
| Fixed Assets, Net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Income taxes payable | ||||||||
| Related party payable | ||||||||
| Total Liabilities | ||||||||
| Common Stock: authorized common shares, $ par value were issued and outstanding on September 30, 2021 and December 31, 2020 | ||||||||
| Additional paid-in capital | ||||||||
| Retained Earnings/(Accumulated Deficit) | ( | ) | ||||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
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QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| For the three Months Ended September 30, 2021 | For the three months ended September 30, 2020 | For the nine months ended September 30, 2021 | For the nine months ended September 30, 2020 | |||||||||||||
| Sales -Quarta Rad, Inc., net | $ | $ | $ | $ | ||||||||||||
| Sales - Sellavir, Inc., net - related party | - | - | - | |||||||||||||
| Total sales, net | ||||||||||||||||
| Cost of goods sold - Quarta Rad, Inc. | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Expenses: | ||||||||||||||||
| General & administrative | ||||||||||||||||
| Advertising | ||||||||||||||||
| Professional and consulting fees | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Net income/(loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income - interest and dividends | - | - | ||||||||||||||
| Other income - unrealized gain/(loss) on investments | ( | ) | - | - | ||||||||||||
| Other income - realized gain/(loss) on investments | - | ( | ) | - | ||||||||||||
| Net income/(loss) before provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Income tax expense/(benefit) | ( | ) | - | - | ||||||||||||
| Net income/(loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Income per share - basic and diluted | $ | $ | $ | $ | ||||||||||||
| Weighted average shares - basic and diluted | ||||||||||||||||
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QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Nine Months Ended September 30, 2020
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, September 30, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
Three Months Ended September 30, 2020
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance, June 30, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, September 30, 2020 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Nine Months Ended September 30, 2021
(Unaudited)
| Common Stock | Additional Paid-In | Retained Earnings/ (Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income | - | - | - | |||||||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | $ | ||||||||||||||||
CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Three Months Ended September 30, 2021
(Unaudited)
| Common Stock | Additional Paid-In | Retained Earnings/ (Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit) | Equity | ||||||||||||||||
| Balance, June 30, 2021 | $ | $ | $ | $ | ||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, September 30, 2021 | $ | $ | $ | $ | ||||||||||||||||
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QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the nine months ended | For the nine months ended | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income/(loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income/(loss) to net cash (used in) provided by operating activities: | ||||||||
| Depreciation | ||||||||
Unrealized gain on investments | ( | ) | ||||||
| Realized loss on investments | ||||||||
| Deferred tax expense | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Inventory | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Income taxes payable | ( | ) | - | |||||
| Related party payable | ||||||||
| Net cashed provided by (used in) operating activities | ( | ) | ||||||
| INVESTING ACTIVITIES: | ||||||||
| Sale of marketable securities, trading | - | |||||||
| Purchase of marketable securities, trading | ( | ) | - | |||||
| Net cash provided by Investing Activities | - | |||||||
| Net change in cash | ||||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Non-cash Investing Transactions: | ||||||||
| Repayment of officer advance by transfer or marketable securities | ||||||||
| at fair value | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid on interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
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QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the Condensed and Consolidated Unaudited Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The condensed and consolidated and condensed balance sheet of Quarta-Rad, Inc. and Subsidiaries (the “Company”) as of September 30, 2021, and the statements of operations and changes in stockholders’ equity/deficit for the three months and nine months ended September 30, 2021 and 2020, and the cash flows for nine months ended September 30, 2021 and 2020 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 September 30, 2021, the results of operations and cash flows for the periods ended September 30, 2021 and 2020.
The condensed and consolidated balance sheet as of December 31, 2020 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 consolidated and condensed 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, 2020.
During April 2020 the Company 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 September 30, 2021.
During December 2020, the Company acquired the common controlled entity, Sellavir, Inc., a Delaware Corporation. Sellavir was owned % by Quarta-Rad’s majority shareholder. shares of common stock in Quarta-Rad were exchanged for 100% of the outstanding shares of Sellavir.
Under
an acquisition of common control, the purchase is recorded at historical cost. The fair value of the common stock issued was approximately
$
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.
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.
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NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 expense for the three months and nine months ended September 30, 2021 and 2020, amounted
to $
Inventory
Inventories
are stated at the lower of cost or net realizable value. The Company periodically reviews the value of items in inventory and
provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged
to cost of goods sold. The Company’s inventory consists of finished goods available for sale. There were
Marketable Securities
Our
investment securities consist of available-for-sale instruments which include $
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.
Property and Equipment
Property and equipment are stated at cost. Depreciation is provided on the straight-line method over the estimated useful lives of the related assets, which is five years. Leasehold improvements are amortized over the shorter of their estimated useful lives or their related lease terms. Repairs and maintenance costs are charged to expense when incurred.
Long-Lived Assets
The
Company reviews the carrying values of its long-lived assets for possible impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. If the expected future cash flow from the use of the asset and its eventual disposition
is less than the carrying amount of the asset, an impairment loss is recognized and measured using the fair value of the related asset.
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Income Taxes
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
ASC
740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or
expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may
be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical
merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is
As of September 30, 2021, we have analyzed filing positions in each of the federal and state jurisdictions where we are required to file income tax returns, as well as all open tax years in these jurisdictions. We have identified the U.S. federal and Delaware as our “major” tax jurisdictions. Generally, we remain subject to Internal Revenue Service examination of our 2017 through 2020 tax returns. However, we have certain tax attribute carry forwards, which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized.
We believe that our income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to our financial position. Therefore, no reserves for uncertain income tax position have been recorded pursuant to ASC 740. In addition, we did not record a cumulative effect adjustment related to the adoption of ASC 740. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.
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 September 30, 2021.
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 September 30, 2021 and December 31, 2020. 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. |
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Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include reserves for accounts receivable and inventory, and the European VAT exposure accrual (Note 6).
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.
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 September 30, 2021 and December 31, 2020, respectively.
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 time as services are performed.
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Recent Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (FASB) 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. The adoption of this guidance by the Company did not have a material impact on its financial statements and related disclosures.
NOTE 4–PROPERTY AND EQUIPMENT
Property and Equipment at September 30, 2021 & December 2020 consisted of:
| September 30, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Computer Equipment | $ | $ | ||||||
| Accumulated Depreciation | ( | ) | ( | ) | ||||
| Net Property & Equipment | $ | $ | ||||||
The
Company recognized $
NOTE 5–RELATED PARTY TRANSACTIONS
The
Company sells radiation monitors and to date has purchased all of its inventory from a company in Russia, which is owned by a minority
shareholder of the Company. Total inventory purchased was $
During
July 2017, the Company entered into an agreement with the Russian Affiliate to develop and update software for a new device for $
In
April 2021, the Company began compensating its CEO, who is the majority shareholder. As of September 30, 2021, the Company has accrued
$ for this compensation, and, as of September 30, 2021 and December 31, 2020, is due $
Sellavir had advanced its Officer and sole Shareholder $ during 2019 and 2020 and was included in the December 2020 Sellavir acquisition. The full amount was paid to the Company in March 2021 through transfer of marketable securities at fair value.
Sellavir
had $-
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NOTE 6– COMMITMENTS AND CONTINGENCIES
Contingencies
The
Company is currently undergoing a multi-year VAT tax examination by certain European tax authorities. As of September 30, 2021, 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 $
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 7–SUBSEQUENT EVENTS
The Company has performed an evaluation of events occurring subsequent to September 30, 2021 through November 22, 2021. Based on its evaluation, other than the note below, there is nothing to be disclosed herein.
NOTE 8 - COVID-19
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (the “COVID-19 outbreak”) and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally.
The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity. However, if the pandemic continues, it may have an adverse effect on the Company’s results of future operations, financial position, and liquidity.
The uncertainty as to the future impact on the Company of the recent COVID-19 outbreak has been considered as part of the Company’s adoption of the going concern basis. Thus far, we have not observed a material impact on our sales in the first four months of the year against the same period in the previous year.
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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 nine months ended September 30, 2021 and 2020. 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 September 30, 2021.
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. 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.
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, and $35,679 in April 2021. A remainder of $22,498 is included in accounts payable and accrued expenses as of September 30, 2021.
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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.
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited financial statements for the three and nine months ended September 30, 2021 and 2020, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.
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The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net income for the nine months ended September 30, 2021 is comprised of:
| Quarta Rad | Sellavir | Total | ||||||||||
| Sales | 734,340 | 180,000 | 914,340 | |||||||||
| Cost of Good Sold | 538,397 | - | 538,397 | |||||||||
| Gross Profit | 195,943 | 180,000 | 375,943 | |||||||||
| Expenses: | ||||||||||||
| General & administrative | 25,404 | 3,008 | 28,412 | |||||||||
| Advertising | 46,095 | 7,530 | 53,625 | |||||||||
| Professional and consulting fees | 107,133 | 89,285 | 196,418 | |||||||||
| Operating expenses | 178,632 | 99,823 | 278,455 | |||||||||
| Net income (loss) from operations | 17,311 | 80,177 | 97,488 | |||||||||
| Interest and dividends | - | 8 | 8 | |||||||||
| Unrealized gain on investments | - | 22,435 | 22,435 | |||||||||
| Realized loss on investments | - | (37,435 | ) | (37,435 | ) | |||||||
| Income tax expense | (3,635 | ) | (13,689 | ) | (17,324 | ) | ||||||
| Net income | 13,676 | 51,496 | 65,172 | |||||||||
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The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net income for the three months ended September 30, 2021 is comprised of:
| Quarta Rad | Sellavir | Total | ||||||||||
| Sales | 218,488 | - | 218,488 | |||||||||
| Cost of Good Sold | 152,914 | - | 152,914 | |||||||||
| Gross Profit | 65,574 | - | 65,574 | |||||||||
| Expenses: | ||||||||||||
| General & administrative | 9,118 | 925 | 10,043 | |||||||||
| Advertising | 15,610 | 1,530 | 17,140 | |||||||||
| Professional and consulting fees | 17,345 | 42,773 | 60,118 | |||||||||
| Operating expenses | 42,073 | 45,228 | 87,301 | |||||||||
| Net income (loss) from operations | 23,501 | (45,228 | ) | (21,727 | ) | |||||||
| Interest and dividends | - | 6 | 6 | |||||||||
| Unrealized loss on investments | - | (14,356 | ) | (14,356 | ) | |||||||
| Realized gain on investments | - | 186 | 186 | |||||||||
| Income tax expense | (4,935 | ) | 12,472 | 7,537 | ||||||||
| Net income/(loss) | 18,566 | (46,920 | ) | (28,354 | ) | |||||||
Consolidated Totals:
Three months ended September 30, 2021 compared with the three months ended September 30, 2020
Revenues. Our net revenues increased $7,858, or 3.73% to $218,488 for the three months ended September 30, 2021 compared with $210,630 for the three months ended September 30, 2020. The increase was due to an increase in the demand of our RD1503 model.
Cost of Goods Sold. Our Cost of Goods Sold decreased $20,792 or 11.97% to $152,914 for the three months ended September 30, 2021 compared to $173,706 for the comparable period in 2020. The decrease is due to the decrease in product cost during the quarter and change in the distribution channels utilized.
Operating Expenses. For the three months ended September 30, 2021, our total operating expenses increased $45,082 or 106.78% to $87,301 compared to $42,219 for the three months ended September 30, 2020. The increase is primarily attributable to the Company’s increase professional fees in Sellavir.
Net Loss. Our net loss increased $23,059 or 435.49% to $28,354 for the three months ended September 30, 2021 compared to a net loss of $5,295 for the three months ended September 30, 2020. The increase was primarily due to an increase in unrealized loss and professional fees.
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Nine months ended September 30, 2021 compared with the nine months ended September 30, 2020
Revenues. Our net revenues increased $291,123, or 46.71% to $914,340 for the nine months ended September 30, 2021 compared with $623,217 for the nine months ended September 30, 2020. The increase was due to an increase in the demand of our RD1503 model and revenue from Sellavir
Cost of Goods Sold. Our Cost of Goods Sold increased $40,689 or 8.18% to $385,483 for the nine months ended September 30, 2021 compared to $324,003 for the comparable period in 2020. The increase is due to the increase in sales.
Operating Expenses. For the nine months ended September 30, 2021, our total operating expenses increased $148,791 or 114.75% to $278,455 compared to $129,664 for the nine months ended September 30, 2020. The increase is primarily attributable to the Company’s increase in professional fees and advertising.
Net Income. Our net income increased 69,327 to $65,172 for the nine months ended September 30, 2021 compared to a net loss of ($4,155) for the nine months ended September 30, 2020. The increase was primarily due to an increase in sales and acquisition of Sellavir.
QUARTA-RAD
Three months ended September 30, 2021 compared with the three months ended September 30, 2020
Revenues. Our net revenues increased $7,858, or 3.73% to $218,488 for the three months ended September 30, 2021 compared with $210,630 for the three months ended September 30, 2020. The increase was due to an increase in the demand of our RD1503 model.
Cost of Goods Sold. Our Cost of Goods Sold decreased $20,792 or 11.97% to $152,914 for the three months ended September 30, 2021 compared to $173,706 for the comparable period in 2020. The decrease is due to the decrease in product cost during the quarter and change in the distribution channels utilized.
Operating Expenses. For the three months ended September 30, 2021, our total operating expenses decreased $146 or 0.35% to $42,073 compared to $42,219for the three months ended September 30, 2020. The increase is primarily attributable to the Company’s decrease in professional fees.
Net Income. Our net income increased $23,861 to $18,566 for the three months ended September 30, 2021 compared to a net loss of $5,295 for the three months ended September 30, 2020. The increase was primarily due to a reduction in cost of goods sold.
Nine months ended September 30, 2021 compared with the nine months ended September 30, 2020
Revenues. Our net revenues increased $111,123 or 17.83% to $734,340 for the nine months ended September 30, 2021 compared with $623,217 for the nine months ended September 30, 2020. The increase was due to an increase in the demand of our RD1503 model.
Cost of Goods Sold. Our Cost of Goods Sold increased $40,689 or 8.18% to $538,397 for the nine months ended September 30, 2021 compared to $497,708 for the comparable period in 2020. The increase is due to the increase in sales.
Operating Expenses. For the nine months ended September 30, 2021, our total operating expenses increased $48,968 or 37.77% to $178,632 compared to $129,664 for the nine months ended September 30, 2020. The increase is primarily attributable to the Company’s increase professional fees and advertising.
Net Income. Our net income increased $17,831 to $13,676 for the nine months ended September 30, 2021 compared to a net loss of $4,155 for the nine months ended September 30, 2020. The increase was primarily due to an increase in sales.
SELLAVIR
Three months ended September 30, 2021 compared with the three months ended September 30, 2020
Revenues. Our net revenues were $-0- for the three months ended September 30, 2021 compared with $-0- for the three months ended September 30, 2020.
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Operating Expenses. For the three months ended September 30, 2021, our total operating expenses were $45,2286 compared to $-0- for the three months ended September 30, 2020. The increase was due to the acquisition of Sellavir in December 2020.
Net Loss. Our net loss was $46,920 for the three months ended September 30, 2021 compared to $-0-for the three months ended September 30, 2020. The increase was due to the acquisition of Sellavir in December 2020.
Nine months ended September 30, 2021 compared with the nine months ended September 30, 2020
Revenues. Our net revenues were $180,000 for the nine months ended September 30, 2021 compared with $-0- for the nine months ended September 30, 2020. The increase was due to the acquisition of Sellavir in December 2020.
Operating Expenses. For the nine months ended September 30, 2021, our total operating expenses were $80,177 compared to $-0- for the nine months ended September 30, 2020. The increase was due to the acquisition of Sellavir in December 2020.
Net Income. Our net income was $51,496 for the nine months ended September 30, 2021 compared to $-0-for the nine months ended September 30, 2020. The increase was due to the acquisition of Sellavir in December 2020.
Liquidity and Capital Resources. During the three months ended September 30, 2021, we used cash for operating expenses from cash on hand and the sale of products on the Internet and from independent, third party resellers and from consulting revenue from Sellavir.
Our total assets were $629,824 and $633,404 as of September 30, 2021 and December 31, 2020, respectively, consisting of $165,843 and $108,126, respectively, in cash. Our working capital was $379,981 and $314,209 as of September 30, 2021 and December 31, 2020, respectively.
We had $42,863 used in and $76,376 in cash provided by operating activities for the nine and nine months ended September 30, 2021 and 2020, respectively.
We had $100,580 and $-0- in cash provided by investing activities for net sale of marketable securities for the nine months ended September 30, 2021 and 2020, respectively.
We had no cash provided by financing activities for the nine months ended September 30, 2021 and 2020, respectively.
The Company had no formal long-term lines of credit or other bank financing arrangements as of September 30, 2021.
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 nine months ended September 30, 2021.
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Plan of Operation
Our business strategy is to continue to market our website (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.
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.
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.
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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.
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, 2020 and Note 3 to the Condensed and Consolidated Financial Statements in this Form 10-Q.
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 September 30, 2021 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 September 30, 2021 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. |
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| ● | 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. |
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 2021 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.
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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: |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
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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. | |
| November 22, 2021 | /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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