Quarta-Rad, Inc 10-Q for FY2026 Q2
Quarta-Rad, Inc. (QURT)
About this 10-Q
Quarta-Rad, Inc filed this 10-Q on August 14, 2026, covering the quarter ended June 30, 2026 (FY2026 Q2).
Headline figures
Quarter ended June 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $63.86K
- down 5.2% from $67.33K a year earlier
- Net loss
- $34.79K
- compared with a net loss of $72.1K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
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: None
Securities
registered pursuant to Section 12(g) of the Act:
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).
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 |
Emerging
Growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 August 14, 2026, the number of shares outstanding of the issuer’s sole class of common stock, $ par value per share, is .
table of contents
| 2 |
QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | December 31, 2025 | |||||||
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Marketable securities, trading | ||||||||
| Notes receivable - related party - current portion | ||||||||
| Total Current Assets | ||||||||
| Fixed Assets, Net | ||||||||
| Other Assets | ||||||||
| Notes receivable - related party, net of current portion and discount of
$ | ||||||||
| Interest receivable - related party | ||||||||
| Trade receivable, net of discount of $ | ||||||||
| Total Other Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Payable - related parties | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies - Note 8 | ||||||||
| Stockholders’ Equity | ||||||||
| $ par value; shares authorized; issued and outstanding at June 30, 2026 and December 31, 2025 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to unaudited condensed and consolidated financial statements.
| 3 |
QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For
the three months ended June 30, 2026 | For
the three months ended June 30, 2025 | For
the six months ended June 30, 2026 | For
the six months ended June 30, 2025 | |||||||||||||
| Sales -Quarta Rad, Inc., net | $ | $ | $ | $ | ||||||||||||
| Sales - Sellavir, Inc., net - related party | ||||||||||||||||
| Total Sales, net | ||||||||||||||||
| Cost of goods sold - Quarta-Rad, Inc. | ||||||||||||||||
| Cost of goods sold - Sellavir Inc. | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Professional and consulting fees | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Net loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income - interest and dividends | ||||||||||||||||
| Other income - foreign currency translation gain/(loss) | ( | ) | ( | ) | ||||||||||||
| Other income - interest - related party | ||||||||||||||||
| Other income - unrealized gain(loss) on investments | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average shares - basic and diluted | ||||||||||||||||
See accompanying notes to unaudited condensed and consolidated financial statements.
| 4 |
QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the six months ended June 30, 2026
(Unaudited)
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | | |||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock based compensation | ||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
CONDENSED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
For the six months ended June 30, 2025
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | | |||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock based compensation | ||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to unaudited and consolidated financial statements.
| 5 |
QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three Months Ended June 30, 2026
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | | |||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
CONDENSED AND CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Three Months Ended June 30, 2025
(Unaudited)
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Accumulated | Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock based compensation | ||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying notes to unaudited and consolidated financial statements.
| 6 |
QUARTA-RAD, INC. AND SUBSIDIARIES
CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the six months ended June 30, 2026 | For the six months ended June 30, 2025 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock based compensation | ||||||||
| Foreign currency translation (income)/loss | ( | ) | ||||||
| Amortization of note premium | ( | ) | ( | ) | ||||
| Amortization of receivable discount | ( | ) | ( | ) | ||||
| Net unrealized loss on investments | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Inventory | ||||||||
| Accrued interest receivable - related party | ( | ) | ||||||
| Accounts payable and accrued expenses | ||||||||
| Related party payable | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Net change in cash | ( | ) | ( | ) | ||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||||
| Transfer of note receivable - related party at carrying value to officer in settlement of loan payable and accrued expenses: | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
See accompanying notes to unaudited condensed and consolidated financial statements.
| 7 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of Quarta-Rad, Inc. and subsidiaries (the “Company”) as of June 30, 2026, and for the three and six months ended June 30, 2026 and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”).
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position as of June 30, 2026, and the results of operations and cash flows for the periods presented. The condensed consolidated balance sheet as of December 31, 2025 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to SEC rules and regulations for interim reporting. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Interim results are not necessarily indicative of the results that may be expected for the full fiscal year or any future interim period.
Beginning in 2024, the Company significantly reduced and began winding down its legacy radiation detection equipment business and shifted its primary operational focus to Sellavir, Inc., its wholly owned subsidiary. Sellavir is focused on the development and commercialization of artificial intelligence-driven software solutions for the call center and customer engagement industry, including the CenterEye platform.
The
Company has experienced recurring operating losses and negative cash flows from operations and had an accumulated deficit of $
The Company’s majority shareholder has historically provided financial support for operations and may continue to provide additional support, as needed. In addition, the Company is evaluating strategic alternatives related to its legacy operations, including a potential separation or spin-off of certain historical business activities; however, no definitive transaction has been approved or completed as of the filing date of this report.
NOTE 2 - NATURE OF BUSINESS
Quarta-Rad, Inc. (the “Company”) was historically engaged in the distribution of radiation detection devices, including Geiger counters, to consumers and commercial customers in North America and Europe. Beginning in 2024, the Company significantly reduced and began winding down these legacy operations, and such activities are no longer expected to represent a significant component of the Company’s future business.
The Company’s primary operational focus has shifted to Sellavir, Inc. (“Sellavir”), its wholly owned subsidiary. Sellavir is an artificial intelligence and analytics company focused on developing software solutions for the call center and customer engagement industry. Sellavir’s core product, CenterEye, is a software platform designed to leverage AI and advanced analytics to improve call center operations, enhance customer engagement, and support operational efficiencies through integration with major cloud-based contact center platforms.
| 8 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
The Company intends to continue developing and commercializing the CenterEye platform and related AI-driven software solutions as its principal business strategy.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts Quarta-Rad, Inc. and its wholly-owned subsidiary 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, the recognition of revenue from related party arrangements and the recoverability of related party receivables and notes receivable. The Company bases its estimates on historical experience, knowledge of current conditions, and assumptions believed to be reasonable under the circumstances. The Company reviews its estimates on an ongoing basis. Actual results may differ materially from those estimates.
Notes Receivable – related party
Notes Receivable – related party consists of loan agreements entered into by Sellavir discussed in Note 4. Amounts payable are remeasured into the functional currency at the balance sheet date where the Company records foreign transaction gain or loss. The Company’s functional currency is the United States Dollar.
Concentration of Credit Risk
Credit is extended to online customers 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.
One related party customer accounted for all the revenue for Sellavir for the three and six months ended June 30, 2026 and 2025. In addition, one selling platform/distributor accounted for substantially all accounts receivable of Quarta-Rad as of June 30, 2026 and December 31, 2025.
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 potentially dilutive instruments outstanding during the periods ended June 30, 2026 and 2025.
| 9 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
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, 2026 and December 31, 2025. 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. |
The Company’s investment securities consist of common and preferred stock. 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, 2026 and December 31, 2025 about the Company’s financial assets measured at fair value on a recurring basis.
SCHEDULE OF FAIR VALUE OF FINANCIAL INSTRUMENTS
Values on June 30, 2026:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets at fair value: | ||||||||||||||||
| Marketable securities | $ | | $ | $ | $ | | ||||||||||
| Total assets at fair value, June 30, 2026 | $ | $ | $ | $ | ||||||||||||
Values on December 31, 2025:
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets at fair value: | ||||||||||||||||
| Marketable securities | $ | | $ | $ | $ | | ||||||||||
| Total assets at fair value, December 31, 2025 | $ | $ | $ | $ | ||||||||||||
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. 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 Company generates revenue primarily from software development services, consulting services, and limited product sales associated with its legacy radiation detection business.
| 10 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
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
We recognize revenue when we satisfy a performance obligation in a contract by transferring control over a product to a customer when a 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. Invoiced amounts are determined based on the level of work completed by contractors, measured against predetermined project milestones. These milestones are defined in the client contract and are tied to specific deliverables or stages in the agreed-upon project timeline.
Recent Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The update is intended to improve the navigability of the guidance in ASC 270 and clarify the applicability, form, content, and disclosure requirements for interim financial statements. The amendments also clarify that entities should disclose events and changes occurring since the end of the most recent annual reporting period that have a material impact on the entity. The guidance is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this guidance may have on its consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This update requires entities to disaggregate operating expenses into specific categories, such as salaries and wages, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.
Other recently issued accounting pronouncements not discussed above are not expected to have a material effect on the Company's consolidated financial statements upon adoption.
| 11 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
Risks and Uncertainties
The Company is continuing to expand its artificial intelligence-driven software business through the development of new software platforms, consulting services, and AI-based solutions for the call center and customer engagement industry. Beginning in 2024, the Company significantly reduced its legacy radiation detection equipment business and shifted its primary operational focus to Sellavir and the development of the CenterEye platform.
The Company’s future success depends in part on its ability to successfully develop, commercialize, and achieve market acceptance of its AI-driven software products and services. The Company operates in a rapidly evolving and highly competitive industry characterized by changing technologies, evolving customer requirements, and frequent introductions of new products and services.
The success of the CenterEye platform depends on the Company’s ability to develop features that meet customer needs, maintain compatibility with third-party platforms, respond to technological advancements, and address software defects, cybersecurity risks, and operational challenges in a timely manner. There can be no assurance that the Company will successfully commercialize CenterEye or achieve significant market acceptance. Failure to do so could adversely affect the Company’s financial condition, results of operations, and future growth prospects.
NOTE 4–NOTE RECEIVABLE – RELATED PARTY
In March 2023, Sellavir entered into a loan agreement with a related Thai corporation for the purpose of purchasing land for development. In May 2023, the Company’s Chief Executive Officer and majority shareholder became the Chief Executive Officer and a minority shareholder of the Thai entity.
Under
the terms of the agreement, the Thai corporation is obligated to repay Sellavir
In
January 2024, the loan agreement was amended to reduce the interest rate to
The
loan is denominated in Thai Baht and is remeasured at each reporting date. The carrying value of the note was $
The
unamortized premium related to the loan was $
Pursuant to amendments in January 2024 and May 2025, principal payments are deferred until April 1, 2027, after which quarterly principal payments are due through April 1, 2031. Interest is payable at maturity. The loan is secured by land located in Thailand.
Sellavir
received a principal payment of $
In
May 2023, the Company issued an additional loan to the same related Thai corporation in the amount of $
In
January 2024, the loan agreement was amended to reduce the interest rate to
| 12 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
During March 2025, the second note of $
Accrued interest at June 30, 2026 and December 31, 2025 was $
Principal amounts to be received for the remaining note are as follows:
SCHEDULE OF NOTE RECEIVABLE
| March 2023 Note | ||||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Totals | $ | |||
NOTE 5–STOCKHOLDERS’ EQUITY
During
January 2025, the Company issued shares of restricted common stock to Sellavir consultants with an aggregate fair value of $
The Company recognized stock-based compensation expense of $, $, $ and $, which was included in general and administrative expenses, during the three and six months ended June 30, 2026 and 2025, respectively. The shares were fully vested as of January 31, 2026.
NOTE 6–RELATED PARTY TRANSACTIONS
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 Quarta-Rad, LTD (“QRR”), a company in Russia owned by a former
minority shareholder who disposed of their interest in 2024. Amounts due to STAR were $
The Company made no inventory purchases through STAR from QRR during the three and six months ended June 30, 2026 or 2025. The amounts payable to STAR and QRR have remained unchanged since December 31, 2024 and relate to transactions that occurred prior to the wind-down of the Company's legacy product business.
| 13 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
In
July 2017, the Company entered into a software development agreement with QRR related to a new radiation detection device for a total
contract amount of $
In April 2021, the Company began compensating its Chief Executive Officer (“CEO”), who is also the Company’s majority shareholder. The Company recognized compensation expense of $ during each of the three and six months ended June 30, 2026 and 2025. Accrued compensation due to the CEO totaled $ and $ as of June 30, 2026 and December 31, 2025, respectively, and is included in accounts payable and accrued expenses in the accompanying balance sheets.
From time to time, the CEO has advanced funds on behalf of the Company for operating expenses. Amounts due to the CEO for such advances totaled $ and $ as of June 30, 2026 and December 31, 2025, respectively. These balances are due on demand and do not bear interest.
As discussed in Note 4, during 2025 the Company assigned a related party note receivable and accrued interest held by Sellavir to the Company’s CEO in satisfaction of certain accrued compensation and operating advances owed to the CEO. See note 4 for additional details regarding this transaction.
Sellavir
recognized software development and consulting revenue from STAR totaling $
The Company currently has two directors, Mr. Shvetsky and Mr. Choulindin. Mr. Choulindin, who was appointed to the Board of Directors on February 18, 2026, is Mr. Shvetsky’s half-brother and has served as the Company’s Director of Operations since December 2016. The Company has no independent directors and no audit committee.
See Note 4 for additional related party transactions.
NOTE 7–SEGMENTS
The
Company has
| 14 |
QUARTA-RAD, INC. AND SUBSIDIARIES
Notes to the unaudited Condensed and Consolidated Financial Statements
Segment information for the three and six months ended June 30, 2026 and 2025 is as follows:
SCHEDULE OF SEGMENT INFORMATION
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| For the six months ended June 30, 2026 | ||||||||||||
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| Revenues | $ | $ | ||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | $ | ( | ) | ( | ) | $ | ( | ) | ||||
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| For the three months ended June 30, 2026 | ||||||||||||
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| Revenues | $ | $ | ||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | $ | ( | ) | ( | ) | $ | ( | ) | ||||
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| For the six months ended June 30, 2025 | ||||||||||||
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| For the three months ended June 30, 2025 | ||||||||||||
| Quarta-Rad | Sellavir | Consolidated | ||||||||||
| Revenues | $ | $ | $ | |||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Total assets | As of June 30, 2026 | As of December 31, 2025 | ||||||
| Quarta-Rad | $ | $ | ||||||
| Sellavir | ||||||||
| Total assets | $ | $ | ||||||
NOTE 8– COMMITMENTS AND CONTINGENCIES
Contingencies
Legal
In the normal course of business, the Company may become involved in various legal proceedings. The Company is not aware of any pending or threatened legal proceedings 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 9–SUBSEQUENT EVENTS
The Company has performed an evaluation of events occurring subsequent to June 30, 2026, through August 14, 2026. Based on its evaluation, there is nothing to be disclosed herein.
| 15 |
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 six months ended June 30, 2026 and 2025. 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 a fiscal year end of December 31. We were initially formed to distribute and sell radiation detection devices and related products to consumers and businesses in North America.
Beginning in 2013, we purchased products from Quarta-Rad, Ltd. (“QRR”), a company located in Russia, and shipped products to third-party online retailers and resellers for distribution. In recent periods, the Company has reduced its focus on its historical radiation detection product line and has shifted its primary business focus toward software development and AI-driven technologies.
During April 2020, we acquired Quarta-Rad USA, Inc., a Delaware corporation, as a wholly owned subsidiary. No consideration was paid for the shares. The purpose of the acquisition was to separate certain operations into a separate entity. Quarta-Rad USA was dissolved in 2022.
During December 2020, we acquired Sellavir, Inc. (“Sellavir”), an AI software company focused on advanced analytics, image processing, and call center software solutions. Sellavir’s technology platform is designed to assist organizations in analyzing video and operational data through proprietary AI technologies.
Sellavir has developed CenterEye, a software platform intended to simplify the use and management of cloud-based call center systems. CenterEye is designed to enhance call center operations through AI-driven analytics, automation, and operational monitoring capabilities.
Prior to April 2024, our chief executive officer and director, Victor Shvetsky, and our former director and president, Alexey Golovanov, were our only employees. In April 2024, Mr. Golovanov resigned from the Company.
The Company’s current focus is the continued development and commercialization of CenterEye and related AI-driven software solutions. Management is actively pursuing opportunities in the United States, Japan, and other international markets. The Company currently generates revenue primarily through relationships with its Japanese reseller associated with Sellavir’s software and development services.
Substantially all of the Company's revenue is generated by Sellavir from software development and consulting services provided to Star Systems Corporation (“STAR”), a Japanese entity of which the Company's Chief Executive Officer and majority shareholder is also the majority shareholder. STAR accounted for $63,000 of the Company's $63,856 of consolidated revenue for the three months ended June 30, 2026 (98.7%) and $88,000 of $89,712 for the six months then ended.
Because this revenue is derived from an entity under common control, the pricing and volume of these arrangements have not been established through arm's-length negotiation and may not be indicative of the results the Company would achieve with unaffiliated customers. The Company has no contractual commitment from STAR with respect to future volumes, and STAR may reduce or discontinue its engagement of Sellavir at any time. The loss of this relationship would eliminate substantially all of the Company's revenue. Investors should not assume that historical revenue from STAR is indicative of the Company's ability to generate revenue from unaffiliated customers.
Our administrative office is located at 1201 N. Orange St., Suite 700, Wilmington, DE 19801.
Our business strategy is focused on expanding the development, marketing, and deployment of CenterEye and related technologies. We aim to enhance call center efficiency and customer engagement through AI-driven solutions while pursuing strategic relationships with businesses requiring advanced customer service and operational analytics platforms.
| 16 |
Sellavir Consulting
We expanded our operations through the acquisition of Sellavir in December 2020. Sellavir leverages its expertise in neural networks and artificial intelligence technologies to provide customized software development and AI-related services to clients. These services include image processing applications, operational analytics, and call center software solutions.
Our business model is focused on identifying customer-specific operational needs and developing software solutions to address those needs. Currently, the Company’s revenue associated with Sellavir operations is generated primarily through its Japanese reseller relationships.
The Company acquired Sellavir to:
● leverage Sellavir’s AI capabilities in connection with future technology initiatives;
● expand operations beyond the Company’s historical radiation detection product business; and
● pursue opportunities within the call center software industry through the development and commercialization of CenterEye.
CenterEye is intended to be offered as a subscription-based software platform, which management believes may provide recurring revenue opportunities in future periods. Sellavir began recognizing revenue related to call center software operations during 2024.
In January 2026, our subsidiary Sellavir entered into an Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc., under which Sellavir became a participant in the Genesys AppFoundry Program. The agreement does not provide for any minimum revenue, exclusivity, or guaranteed continuation, and we have generated no revenue under the agreement during the six months ended June 30, 2026.
The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net loss for the three months ended June 30, 2026, is comprised of:
| Quarta Rad | Sellavir | Total | ||||||||||
| Sales | $ | 856 | $ | 63,000 | $ | 63,856 | ||||||
| Cost of goods sold | - | 43,220 | 43,220 | |||||||||
| Gross profit | 856 | 19,780 | 20,636 | |||||||||
| Expenses: | ||||||||||||
| General & administrative | 12,113 | 11,563 | 23,676 | |||||||||
| Professional and consulting fees | 7,800 | 19,380 | 27,180 | |||||||||
| Operating expenses | 19,913 | 30,943 | 50,856 | |||||||||
| Net loss from operations | (19,057 | ) | (11,163 | ) | (30,220 | ) | ||||||
| Other expense - foreign currency translation loss | (5,362 | ) | (5,362 | ) | ||||||||
| Other income - interest - related party | - | 802 | 802 | |||||||||
| Unrealized loss on investments | - | (5 | ) | (5 | ) | |||||||
| Net loss | $ | (19,057 | ) | $ | (15,728 | ) | $ | (34,785 | ) | |||
| 17 |
The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net loss for the six months ended June 30, 2026, is comprised of:
| Quarta Rad | Sellavir | Total | ||||||||||
| Sales | $ | 1,712 | $ | 88,000 | $ | 89,712 | ||||||
| Cost of goods sold | - | 62,860 | 62,860 | |||||||||
| Gross profit | 1,712 | 25,140 | 26,852 | |||||||||
| Expenses: | ||||||||||||
| General & administrative | 23,381 | 75,992 | 99,373 | |||||||||
| Professional and consulting fees | 32,400 | 20,230 | 52,630 | |||||||||
| Operating expenses | 55,781 | 96,222 | 152,003 | |||||||||
| Net loss from operations | (54,069 | ) | (71,082 | ) | (125,151 | ) | ||||||
| Other expense - foreign currency translation loss | (15,415 | ) | (15,415 | ) | ||||||||
| Other income - interest - related party | - | 1,604 | 1,604 | |||||||||
| Unrealized loss on investments | - | (1 | ) | (1 | ) | |||||||
| Net loss | $ | (54,069 | ) | $ | (84,894 | ) | $ | (138,963 | ) | |||
Management’s Plan to Address Going Concern Considerations
The Company has experienced recurring operating losses, primarily due to limited revenues. The Company’s current financial conditions and recurring losses raise substantial doubt about its ability to continue as a going concern.
Management intends to fund operations through existing cash balances, revenues generated from operations, related party support, and, if necessary, additional capital raises or strategic financing arrangements. There can be no assurance that such financing will be available on acceptable terms or at all.
Consolidated Totals:
Three months ended June 30, 2026 compared with the three months ended June 30, 2025
Revenues. Our net revenues decreased $3,474 or 5.16% to $63,856 for the three months ended June 30, 2026, compared with $67,330 for the three months ended June 30, 2025. The reduction was primarily attributable to the phase-out of Quarta-Rad sales and the timing of consulting projects and revenue recognized by Sellavir.
Cost of Goods Sold. Our cost of goods sold increased $13,618 or 46.00% to $43,220 for the three months ended June 30, 2026, compared to $29,602 for the comparable period in 2025. The increase was primarily due to classification of contractors and timing of expense recognition in Sellavir.
Operating Expenses. For the three months ended June 30, 2026, our total operating expenses decreased $73,440 or 59.09% to $50,856 compared to $124,296 for the three months ended June 30, 2025. The decrease is primarily attributable to a decrease in administrative expenses and professional fees.
Net Loss. Our net loss decreased $37,310 or 51.75% to $34,785 for the three months ended June 30, 2026, compared to a net loss of $72,095 for the three months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.
| 18 |
QUARTA-RAD
Three months ended June 30, 2026, compared with the three months ended June 30, 2025
Revenues. Our net revenues decreased $1,474 or 63.26% to $856 for the three months ended June 30, 2026, compared with $2,330 for the three months ended June 30, 2025. The reduction was primarily attributable to the phase out of Quarta-Rad sales.
Cost of Goods Sold. Our cost of goods sold decreased $486 or 100.00% to $0 for the three months ended June 30, 2026, compared to $486 for the comparable period in 2025. The decrease was a result of decreased sales.
Operating Expenses. For the three months ended June 30, 2026, our total operating expenses decreased $38,552 or 65.94% to $19,913 compared to $58,465 for the three months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.
Net Loss. Our net loss decreased $37,564 or 66.35% to $19,057 for the three months ended June 30, 2026, compared to a net loss of $56,621 for the three months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.
SELLAVIR
Three months ended June 30, 2026, compared with the three months ended June 30, 2025
Revenues. Our net recognized revenue decreased $2,000 or 3.08% to $63,000 for the three months ended June 30, 2026 compared with $65,000 for the three months ended June 30, 2025. The decrease is due to the decrease in Sellavir revenue recognition.
Cost of Goods Sold. Our cost of goods sold increased $14,104 or 48.44% to $43,220 for the three months ended June 30, 2026, compared to $29,116 for the comparable period in 2025. The increase was primarily due to classification of contractors and timing of expense recognition in Sellavir.
Operating Expenses. For the three months ended June 30, 2026, our total operating expenses decreased $34,888 or 53.00% to $30,943 compared to $65,831 for the three months ended June 30, 2025. The decrease was primarily due to a decrease in administrative expenses.
Net Loss. Our net loss increased $254 or 1.64% to $15,728 for the three months ended June 30, 2026, compared to $15,474 for the three months ended June 30, 2025. The increase was primarily due to an increase in foreign currency translation loss.
Consolidated Totals:
Six months ended June 30, 2026 compared with the six months ended June 30, 2025
Revenues. Our net revenues decreased $10,505 or 10.48% to $89,712 for the six months ended June 30, 2026, compared with $100,217 for the six months ended June 30, 2025. The reduction was primarily attributable to the phase-out of Quarta-Rad sales and the timing of consulting projects and revenue recognized by Sellavir.
| 19 |
Cost of Goods Sold. Our Cost of Goods Sold decreased $989 or 1.55% to $62,860 for the six months ended June 30, 2026, compared to $63,849 for the comparable period in 2025. The decrease was primarily due to the decrease in sales.
Operating Expenses. For the six months ended June 30, 2026, our total operating expenses decreased $60,830 or 28.58% to $152,003 compared to $212,833 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.
Net Loss. Our net loss decreased $10,541 or 7.05% to $138,963 for the six months ended June 30, 2026, compared to a net loss of $149,504 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.
QUARTA-RAD
Six months ended June 30, 2026, compared with the six months ended June 30, 2025
Revenues. Our net revenues decreased $3,505 or 67.18% to $1,712 for the six months ended June 30, 2026, compared with $5,217 for the six months ended June 30, 2025. The reduction was primarily attributable to the phase out of Quarta-Rad sales.
Cost of Goods Sold. Our Cost of Goods Sold decreased $2,835 or 100.00% to $0 for the six months ended June 30, 2026, compared to $2,835 for the comparable period in 2025. The decrease was a result of decreased sales.
Operating Expenses. For the six months ended June 30, 2026, our total operating expenses decreased $44,462 or 44.36% to $55,781 compared to $100,243 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.
Net Loss. Our net loss decreased $43,792 or 44.75% to $54,069 for the six months ended June 30, 2026, compared to a net loss of $97,861 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.
SELLAVIR
Six months ended June 30, 2026, compared with the six months ended June 30, 2025
Revenues. Our net recognized revenue decreased $7,000 or 7.37% to $88,000 for the six months ended June 30, 2026 compared with $95,000 for the six months ended June 30, 2025. The decrease is due to the decrease in Sellavir revenue recognition.
Cost of Goods Sold. Our Cost of Goods Sold increased $1,846 or 3.03% to $62,860 for the six months ended June 30, 2026, compared to $61,014 for the comparable period in 2025. The increase was primarily due to classification of contractors and timing of expense recognition in Sellavir.
Operating Expenses. For the six months ended June 30, 2026, our total operating expenses decreased $16,368 or 14.54% to $96,222 compared to $112,590 for the six months ended June 30, 2025. The decrease was primarily due to a decrease in administrative expenses.
| 20 |
Net Loss. Our net loss increased $33,251 or 64.39% to $84,894 for the six months ended June 30, 2026, compared to $51,643 for the six months ended June 30, 2025. The increase was primarily due to an increase in foreign currency translation loss and administrative expenses.
Liquidity and Capital Resources. During the three and six months ended June 30, 2026, 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 $367,030 and $413,511 as of June 30, 2026, and December 31, 2025, respectively, consisting of $38,528 and $72,909, respectively, in cash and $302,367 and $316,178 consisted of a note receivable and related accrued interest due from a related party — a Thai corporation of which our Chief Executive Officer serves as Chief Executive Officer and holds a minority interest.
That note is secured by undeveloped land located in Thailand. Under amendments entered into in January 2024 and May 2025, principal payments are deferred until April 1, 2027, with quarterly payments thereafter through April 1, 2031, and interest is payable at maturity. The Company has received no principal payments since April 2024 and ceased recognizing interest income on the note as of June 30, 2025 due to uncertainty regarding collectability. Accordingly, this asset is not available to fund operations in the near term, and there can be no assurance as to the amount or timing of any recovery.
Our working capital deficit was ($309,030) and ($216,617) as of June 30, 2026 and December 31, 2025, respectively.
We had $34,381 and $33,458 in cash used by operating activities for the six months ended June 30, 2026, and 2025, respectively.
We had no cash provided by investing activities for the three and six months ended June 30, 2026, and 2025, respectively.
We had no cash provided by financing activities for the three and six months ended June 30, 2026, and 2025, respectively.
The Company had no formal long-term lines of credit or other bank financing arrangements as of June 30, 2026.
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 three and six months ended June 30, 2026.
Plan of Operation
Our business strategy has evolved from primarily marketing radiation detection products to focusing on the development and commercialization of CenterEye, our proprietary AI-driven call center software platform. We aim to enhance call center efficiency, operational visibility, and customer engagement through advanced analytics, automation, and monitoring solutions. While we continue to maintain our online presence related to our historical product lines, management’s primary efforts are directed toward software development, marketing, and establishing strategic relationships with businesses requiring advanced customer service and operational analytics platforms.
While we continue to maintain our website at www.quartarad.com, we have increased our focus on Sellavir’s operations and related marketing efforts as part of our long-term business strategy.
During December 2020, Quarta-Rad acquired Sellavir, Inc., a Delaware corporation under common control, as a wholly owned subsidiary in exchange for 333,333 shares of common stock. The value of the shares issued was approximately $170,000 on the date of issuance.
Sellavir is an AI software and analytics company focused on advanced operational analytics, image processing, and call center software technologies. Sellavir’s platform utilizes artificial intelligence (“AI”) and proprietary technologies designed to assist organizations in analyzing operational and video-based data to improve business performance and customer engagement.
| 21 |
Sellavir, Inc., our wholly-owned subsidiary, is currently focused on the continued development and commercialization of CenterEye, a call center software platform that leverages AI and advanced analytics to improve call center operations. CenterEye is designed to provide real-time insights, operational metrics, monitoring capabilities, and customer engagement tools intended to improve efficiency and customer satisfaction.
Management is actively pursuing opportunities in Japan, the United States, and other international markets through reseller relationships and direct marketing efforts.
We intend to implement the following tasks within the next twelve months:
Software Development:
We intend to continue investing in the development and enhancement of CenterEye to meet the evolving needs of the call center industry. This includes adding new features, improving user experience, enhancing reporting and analytics capabilities, and improving scalability and platform functionality.
Marketing:
(Estimated cost $25,000 - $75,000). We intend to increase our marketing efforts to generate additional leads, reseller opportunities, and customer relationships for CenterEye and related software solutions. Marketing efforts may include digital advertising, website enhancements, promotional materials, and attendance at industry-related events and conferences.
Partnerships and Client Acquisition:
(Estimated cost $20,000). We intend to pursue strategic relationships with call center operators, technology providers, and resellers. Management intends to focus on pilot projects, reseller arrangements, and initial software deployments designed to demonstrate the effectiveness of CenterEye and support future recurring revenue opportunities.
Historical Product Operations:
While the Company continues to maintain limited activities associated with its historical radiation detection product business, management’s primary operational focus has shifted toward AI-driven software and analytics solutions.
Our management does not currently anticipate the need to hire additional full-time employees over the next three months, as the services currently provided by our officers, directors, and independent contractors are expected to be sufficient for current operations. As our software development and commercialization activities expand, we may engage additional independent contractors or consultants to support development, marketing, operational, or business development activities.
We currently do not own material equipment that we intend to sell in the near future, do not have any off-balance sheet arrangements, and have not paid material expenses on behalf of our directors outside the ordinary course of business.
Off-Balance Sheet Arrangements
None.
| 22 |
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.
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, 2025, and Note 1 to the Condensed and Consolidated Financial Statements in this Form 10-Q.
Accounts Receivable Accounts Receivable and related party notes receivable amounts from sales to various suppliers and online platforms and loans. Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectable amounts through a charge to bad debt expense and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. A reserve for sales returns and allowances is considered immaterial and, as a result, there was no reserve for sales returns and allowances, at June 30, 2026, and December 31, 2025, respectively.
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.
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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, 2026 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 concluded that our disclosure controls and procedures were not effective as of June 30, 2026 and were not effective to ensure that information required to be disclosed by the Company in reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by 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. |
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 2026 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.
| 24 |
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 | ||
| Number | Description | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*. | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*. | |
| 32.1 | Certification 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*. | |
| 32.2 | Certification 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.INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE* | Inline XBRL Taxonomy Presentation Linkbase | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
| 25 |
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. | |
| August 14, 2026 | /s/ Victor Shvetsky |
| Victor Shvetsky | |
| Chairman and Chief Executive Officer (Principal Executive | |
| Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) |
| /s/ Dmitry Choulindin | |
Dmitry Choulindin Director |
| 26 |
Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002
I, Victor Shvetsky, Chairman and Chief Executive Officer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Quarta-Rad, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Dated: August 14, 2026 | /s/ Victor Shvetsky |
| Victor Shvetsky | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002
I, Victor Shvetsky, Chief Financial Officer of Quarta-Rad, Inc., certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Quarta-Rad, Inc. (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.
| Dated: August 14, 2026 | /s/ Victor Shvetsky |
| Victor Shvetsky | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Quarta-Rad, Inc. (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Victor Shvetsky, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: August 14, 2026 | /s/ Victor Shvetsky |
| Victor Shvetsky | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Quarta-Rad, Inc. (the “Company”) for the quarter ended June 30, 2026, as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Victor Shvetsky, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: August 14, 2026 | /s/ Victor Shvetsky |
| Victor Shvetsky | |
| Chief Financial Officer | |
| (Principal Financial Officer) |