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QURT Quarta-Rad

Filed: 18 May 21, 6:15am

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: March 31, 2021

or

 

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

 

For the transition period from ______ to ______

 

Commission File No. 000-55964

 

Quarta-Rad, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or other Jurisdiction of Incorporation or Organization)

 

45-4232089

(I.R.S. Employer Identification No.)

 

1201 N. Orange St., Suite 700

Wilmington, DE

 19801

(Address of Principal Executive Offices)

(Zip Code)

 

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

 

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

 

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

 

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

Yes [X] No [  ]

 

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

Yes [  ] No [X]

 

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

 

Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer [  ] (Do not check if a smaller reporting company)Smaller reporting company [X]

 

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

Yes [  ] No [X]

 

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 May 17, 2021, the number of shares outstanding of the issuer’s sole class of common stock, $0.0001 par value per share, is 15,659,483.

 

 

 

 
 

 

table of contents

 

Part I – FINANCIAL INFORMATION3
Item 1. Financial Statements3
Condensed and Consolidated Balance Sheets3
Condensed and Consolidated Statements of Operations4
Condensed and Consolidated Statements of Changes in Stockholders’ Equity/Deficit5
Condensed and Consolidated Statements of Cash Flows6
Notes to the Condensed and Consolidated Unaudited Financial Statements7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations13
Item 3. Quantitative and Qualitative Disclosures about Market Risk17
Item 4. Controls and Procedures17
PART II — OTHER INFORMATION18
Item 1. Legal Proceedings18
Item 1A. Risk Factors18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds18
Item 3. Defaults Upon Senior Securities18
Item 4. Mine Safety Disclosures18
Item 5. Other Information18
Item 6. Exhibits18
Signatures19
  
2
 

 

QUARTA-RAD, INC. AND SUBSIDIARIES

 

CONDENSED AND CONSOLIDATED BALANCE SHEETS

 

  As of 
  March 31, 2021  December 31, 2020 
  (unaudited)  (audited) 
ASSETS        
Current Assets        
Cash $113,422  $108,126 
Accounts receivable  75,605   48,490 
Marketable securities, trading  421,038   - 
Inventory  86,041   89,497 
Deferred tax asset  36,826   50,768 
Due from officer  -   332,553 
Total Current Assets  732,932   629,434 
         
Fixed Assets, Net  3,770   3,970 
         
TOTAL ASSETS $736,702  $633,404 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
         
Current Liabilities        
Accounts payable and accrued expenses $104,531  $77,241 
Income taxes payable  70,660   70,660 
Related party payable  190,883   167,324 
Total Liabilities  366,074   315,225 
         
Stockholders’ Equity        
Common Stock: authorized 50,000,000 common shares, $0.0001 par value 15,659,483 were issued and outstanding on March 31, 2021 and December 31, 2020  1,866   1,866 
Additional paid-in capital  337,427   337,427 
Retained Earnings/(Accumulated Deficit)  31,335   (21,114)
Total Stockholders’ Equity  370,628   318,179 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $736,702  $633,404 

 

3
 

 

QUARTA-RAD, INC. AND SUBSIDIARIES

CONDENSED AND CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

  For the Three Months Ended March 31, 2021  For the Three Months Ended March 31, 2020 
       
Sales -Quarta Rad, Inc., net $244,679  $180,597 
Sales - Sellavir, Inc., net - related party  90,000   - 
Total sales, net  334,679   180,597 
         
Cost of goods sold - Quarta Rad, Inc.  190,328   140,966 
         
Gross profit  144,351   39,631 
         
Expenses:        
General & administrative  5,028   1,694 
Advertising  16,060   6,870 
Professional and consulting fees  60,346   34,559 
Operating expenses  81,434   43,123 
         
Net income (loss) from operations  62,917   (3,492)
         
Other income - Unrealized gain/(loss) on investments  3,474   - 
         
Income before for provision for income taxes  

66,391

   

(3,492

)
         
Income tax expense  13,942  - 
         
Net income/(loss) $52,449  $(3,492)
         
Income/(loss) per share - basic and diluted $-  $- 
         
Weighted average shares - basic and diluted  15,659,483   15,326,150 

 

4
 

 

QUARTA-RAD, INC. AND SUBSIDIARIES

 

CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY/DEFICIT

Three Months Ended March 31, 2021

(Unaudited)

 

 Common Stock  Additional
Paid-In
  Retained Earnings/
(Accumulated
  Total
Stockholders’
 
 Shares  Amount  Capital  Deficit)  Equity 
Balance, December 31, 2020  15,659,483  $1,866  $337,427  $(21,114) $318,179 
Net income  -   -   -   52,449   52,449 
Balance, March 31, 2021  15,659,483  $1,866  $337,427  $31,335  $370,628 

 

QUARTA-RAD, INC.

 

CONDENSED AND CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended March 31, 2020

(Unaudited)

 

  Common Stock  Additional
Paid-In
  Accumulated  Total
Stockholders’
 
  Shares  Amount  Capital  Deficit  Deficit 
Balance, December 31, 2019  15,326,150  $1,533  $65,197  $(96,570) $         (29,840)
Net loss  -   -   -   (3,492)  (3,492)
Balance, March 31, 2020  15,326,150  $1,533  $65,197  $(100,062) $(33,332)

 

5
 

 

QUARTA-RAD, INC. AND SUBSIDIARIES

 

CONDENSED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

  For the Three Months Ended March 31, 2021  For the Three Months Ended March 31, 2020 
       
OPERATING ACTIVITIES:        
Net income/(loss) $52,449  $(3,492)
         
Adjustments to reconcile net income/(loss) to net cash provided by operating activities:        
Depreciation  200   - 
Unrealized gain/loss on investments  (3,474)    
Deferred tax asset  13,942   - 
Changes in operating assets and liabilities:        
Accounts receivable  (27,116)  51,617 
Inventory  3,456   4,832 
Accounts payable and accrued expenses  27,290   (4,909)
Related party payable  23,559   (7,006)
Net cashed provided by operating activities  90,306   41,042 
         
INVESTING ACTIVITIES:        
Purchase of marketable securities, trading  (85,010)  - 
         
Net change in cash  5,296   41,042 
Cash, beginning of period  108,126   41,962 
Cash, end of period $113,422  $83,004 
         
Non-cash Investing Transactions:        
Repayment of officer advance by transfer of marketable securities at fair value $332,553   $- 
         
Supplemental cash flow information:        
         
Cash paid on interest $-  $- 
         
Cash paid for income taxes $-  $- 

 

6
 

 

QUARTA-RAD, INC. AND SUBSIDIARIES

 

Notes to the Condensed and Consolidated Unaudited Financial Statements

 

NOTE 1 - BASIS OF PRESENTATION

 

The condensed and consolidated balance sheet of Quarta-Rad, Inc. and Subsidiaries (the “Company”) as of March 31, 2021, and the statements of operations and changes in stockholders’ equity/deficit for the three months ended March 31, 2021 and 2020, and the cash flows for the three months ended March 31, 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 March 31, 2021, the results of operations and cash flows for the periods ended March 31, 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 March 31, 2021.

 

During December 2020, the Company acquired the common controlled entity, Sellavir, Inc., a Delaware Corporation. Sellavir was owned 100% by Quarta-Rad’s majority shareholder. 333,333 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 $170,000. The excess carry-over basis of the net assets acquired was treated as a capital contribution and included in additional paid-in capital.

 

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.

 

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 ended March 31, 2021 and 2020, amounted to $16,060, and $6,870 respectively.

 

7
 

 

Inventory

 

Inventories are stated at the lower of cost or market (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 no write-offs for the three months ended March 31, 2021 or 2020.

 

Marketable Securities

 

Our investment securities consist of available-for-sale instruments which include $421,038 of tradable equities. Substantially all of our available-for-sale securities are Level 1. Realized gains and losses on these securities are included in other income in the consolidated statements of operations. Unrealized gains and losses, net of tax, on available-for-sale securities are recorded in other income. Unrealized losses that are considered other than temporary are recorded in other income with the corresponding reduction to the carrying basis of the investment.

 

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. No impairment charges were incurred during the three months ended March 31, 2021 and 2020. There can be no assurance, however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

 

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 greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable.

 

8
 

 

As of March 31, 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.

 

Earnings per Share

 

The Company’s basic earnings per share are calculated by dividing its net income available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive earnings per share is calculated by dividing its net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There were no potentially dilutive instruments outstanding at March 31, 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 are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at March 31, 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.

 

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).

 

9
 

 

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 March 31, 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 times as services are performed.

 

10
 

 

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 March 31, 2021 & December 31, 2020 consisted of:
       
   March 31,   December 31, 
   2021   2020 
Computer Equipment $4,005  $4,005 
Accumulated Depreciation  (235)  (35)
Net Property & Equipment $3,770  $3,970 

 

The Company recognized $200 in depreciation expense for the three months ended March 31, 2021.

 

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 $156,975 and $114,665 for the three months ended March 31, 2021 and 2020, respectively.

 

During July 2017, the Company entered into an agreement with the Russian Affiliate to develop and update software for a new device for $180,000. The development contract ended December 31, 2019. The amount due in connection with this agreement as of March 31, 2021 and December 31, 2020 is $126,390. In addition, the Company owes an additional $17,000 at March 31, 2021 for purchased inventory during the three months ended March 31, 2021. No additional amounts are included at December 31, 2020.

 

Since inception, the Company has not compensated its CEO, who is the majority shareholder, and, as of March 31, 2021 and December 31, 2020, is due $47,494 and $40,935, respectively, for expenses paid by the shareholder on behalf of the Company, included in related party payables. The Company intends to initiate a salary to its CEO in the second quarter of 2021.

 

Sellavir had advanced its Officer and sole Shareholder $332,553 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 $90,000 of revenue for the three months ended March 31, 2021 from a related entity wholly owned by the majority shareholder of the Company.

 

11
 

 

NOTE 6– COMMITMENTS AND CONTINGENCIES

 

Contingencies

 

The Company is currently undergoing a multi-year VAT tax examination by certain European tax authorities. As of March 31, 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 $0 to $125,000 based on estimates and information provided to management. The Company believes its exposure is limited to $100,000, which was accrued in 2019. The Company paid $41,822 during 2020 towards the estimated liability, a remainder of $58,178 is included in accounts payable and accrued expenses as of March 31, 2021 and December 31, 2020. Actual results from this matter could differ from this estimate. In April 2021, we paid $35,679 towards this balance.

 

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 March 31, 2021 through May 17, 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.

 

12
 

 

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 months ended March 31, 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 March 31, 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 have 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, a remainder of $58,178 is included in accounts payable and accrued expenses as of March 31, 2021. In April 2021, we paid $35,679 towards this balance.

 

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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 months ended March 31, 2021 and 2020, together with notes thereto, which are included in this Quarterly Report on Form 10-Q.

 

The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net income for the three months ended March 31, 2021 is comprised of:

 

  Quarta Rad  Sellavir  Total 
Sales  244,679   90,000   334,679 
Cost of Good Sold  190,328   -   190,328 
Gross Profit  54,351   90,000   144,351 
             
Expenses:            
General & administrative  3,701   1,327   5,028 
Advertising  16,060   -   16,060 
Professional and consulting fees  39,540   20,806   60,346 
Operating expenses  59,301   22,133   81,434 
             
Net income (loss) from operations  (4,950)  67,867   62,917 
             
Unrealized gain/(loss) on investments  -   3,474   3,474 
Income tax (expense)/benefit  1,040   (14,982)  (13,942)
             
Net income/(loss)  (3,910)  56,359   52,449 

 

Consolidated Totals

 

Three months ended March 31, 2021 compared with the three months ended March 31, 2020

 

Revenues. Our net revenues increased $154,082, or 85.32% to $334,679 for the three months ended March 31, 2021 compared with $180,597 for the three months ended March 31, 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 $49,362 or 35.02% to $190,328 for the three months ended March 31, 2021 compared to $140,966 for the comparable period in 2020. The increase is due to the increase in sales during the quarter.

 

Operating Expenses. For the three months ended March 31, 2021, our total operating expenses increased 38,311 or 88.84% to $81,434 compared to $43,123 for the three months ended March 31, 2020. The increase is primarily attributable to the Company’s increase professional fees and advertising.

 

Net Income. Our net income increased $55,941 to $52,449 for the three months ended March 31, 2021 compared to a net loss of $3,492 for the comparable period in 2020. The increase was primarily due to an increase in sales and acquisition of Sellavir.

 

Quarta-Rad

 

Three months ended March 31, 2021 compared with the three months ended March 31, 2020

 

Revenues. Our net revenues increased $64,082, or 35.48% to $244,679 for the three months ended March 31, 2021 compared with $180,597 for the three months ended March 31, 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 $49,362 or 35.02% to $190,328 for the three months ended March 31, 2021 compared to $140,966 for the comparable period in 2020. The increase is due to the increase in sales during the quarter.

 

Operating Expenses. For the three months ended March 31, 2021, our total operating expenses increased $16,178 or 37.52% to $59,301 compared to $43,123 for the three months ended March 31, 2020. The increase is primarily attributable to the Company’s increase professional fees and advertising.

 

Net Loss. Our net loss increased $418 or 11.97% to $3,910 for the three months ended March 31, 2021 compared to a net loss of $3,492 for the comparable period in 2020. The increase was primarily due to an increase in expenses.

 

Sellavir

 

Three months ended March 31, 2021 compared with the three months ended March 31, 2020

 

Revenues. Our net revenues were $90,000 for the three months ended March 31, 2021 compared with $-0- for the three months ended March 31, 2020. The increase was due to the acquisition of Sellavir in December 2020.

 

Operating Expenses. For the three months ended March 31, 2021, our total operating expenses were $22,133 compared to $-0- for the three months ended March 31, 2020. The increase was due to the acquisition of Sellavir in December 2020.

 

Net Income. Our net income was $56,359 for the three months ended March 31, 2021 compared to $-0- for the comparable period in 2020. The increase was due to the acquisition of Sellavir in December 2020.

 

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Liquidity and Capital Resources. During the three months ended March 31, 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 $736,702 and $633,404 as of March 31, 2021 and December 31, 2020, respectively, consisting of $113,442 and $108,126, respectively, in cash. Our working capital was $366,858 and $314,209 as of March 31, 2021 and December 31, 2020, respectively.

 

We had $90,306 and $41,042 in cash provided by operating activities for the three months ended March 31, 2021 and 2020, respectively.

 

We had $85,010 and $-0- used by investing activities for purchase of marketable securities for the three months ended March 31, 2021 and 2020, respectively.

 

We had no cash provided by financing activities for the three months ended March 31, 2021 and 2020, respectively.

 

The Company had no formal long-term lines of credit or other bank financing arrangements as of March 31, 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 three months ended March 31, 2021.

 

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.

 

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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 contractors 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.

 

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.

 

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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 1 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 March 31, 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 March 31, 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.
   
 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:

 

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*.

 

* 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.

  

May 17, 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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