UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended: December 31, 2025

☐ 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)

1201 N. Orange St., Suite 700, Wilmington, DE 19801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (302) 887-9916

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 ☐ [check “yes” if statement is accurate.]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. ☒

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

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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2025, based upon the last sale price of the common stock of such date: $444,492.

The number of shares of the registrant’s common stock issued and outstanding as of March 31, 2026, was 15,899,483.

table of contents

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Report includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors” set forth under “Item 1. Description of Business” below. Considering these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.

PART I

Item 1. Description of Business.

Organization

We were incorporated in the State of Delaware as a for-profit company on November 29, 2011, originally under the name Quatra-Rad, Inc. On February 29, 2012, we amended our Certificate of Incorporation to change our name to Quarta-Rad, Inc. Through subsequent amendments and a 2015 Certificate of Correction, we increased our authorized shares of common stock to 50,000,000 ($0.0001 par value) and effected a 10,000 to 1 forward split. We operate with a fiscal year ending December 31.

Historically, commencing in May 2012, our business focused on distributing and selling radiation detection devices, such as Geiger counters, to consumers via Internet sales and independent third-party resellers. These products were initially sold on consignment on behalf of Star Systems Corporation and purchased from Quarta-Rad, Ltd.. We do not manufacture any of the products that we sell.

Beginning in 2024, we significantly reduced and are in the process of winding down this legacy radiation detection equipment business. Revenues from these activities have declined substantially and are no longer expected to represent a significant component of our operations going forward. Our primary focus has shifted primarily to our wholly owned subsidiary, Sellavir, Inc. Our business activities are now focused on developing and commercializing CenterEye, a call center software platform that leverages AI and advanced analytics to improve operations.

On November 29, 2011, we issued 1,500 pre-split shares of our no par value common stock, valued at $1 per share, to our two founders in exchange for organizational services valued at $1,500. This included 1,200 pre-split common shares to our Chief Executive Officer, Victor Shvetsky, and 300 pre-split common shares to our former President, Alexey Golovanov. Based on our historical financial position as of December 31, 2025, our cash on hand is not sufficient to cover our projected operating expenses for the next 12 months, which raises substantial doubt about our ability to continue as a going concern. However, management believes that anticipated cash flows generated from our existing development contracts for the Sellavir CenterEye platform, alongside our recent integration partnership with Genesys Cloud, will provide the primary capital necessary to fund our ongoing operations and accomplish the goals set out in our plan of operation (See Item 7). To the extent revenue realization from these new software contracts is delayed, we intend to bridge the gap by raising additional capital from investors through the sale of our common stock or relying on loans or advances from our majority shareholder. Our majority shareholder has orally agreed to advance funds without interest and defer repayment until we are able to repay him. Previously, in the fourth quarter of 2016, we raised $65,230 from 34 investors through the issuance of common stock. No additional funds were raised in 2024 or 2025.

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. The subsidiary was dissolved in 2022. There was no activity, assets or liabilities in the subsidiary through December 31, 2025.

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 on 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. Sellavir is now focused on developing CenterEye, a call center software platform that leverages AI and advanced analytics to improve call center operations.

Our principal business, executive and registered statutory office is located at 1201 N. Orange St., Suite 700, Wilmington, DE 19801-1186 and our telephone number is (302) 887-9916 and email contact is info@quartarad.com. Our URL address is www.quartarad.com.

Business

We commenced operations in May 2012, by selling products on consignment from a company owned by our majority shareholder. In 2012, we purchased products from a company owned by our minority shareholder and sold them to a company owned by our majority shareholder and to third party resellers. We believe the terms of those sales were arms-length. In 2012, we began use of the Internet as well as the services of an independent sales representative to market the products to homeowners and interested customers in North America and the majority of our sales were from unrelated third parties. We marketed the products to homebuilders and home renovation contractors. We have had limited operations and have limited financial resources. In 2011, our operations were devoted primarily to start-up, development and operational activities as well as related party and third party sales, which included:

In May 2012, we commenced our business operations by selling products on consignment from a related party company and developing our distribution network. In June 2012, we began to utilize our website to market the products we sell on consignment to our potential customers. We also began implementing our business plan by promoting these products for sale on various websites. We also engaged independent, third party distributors to sell the products. In 2013, increased our Internet presence and increased our sales whereby the majority of our sales were from unrelated third parties. From 2014 to 2025, we continued to sell the products through the Internet to unrelated third parties.

Beginning in 2024 and continuing through 2025, the Company significantly reduced and is in the process of winding down its radiation detection equipment business. As a result, revenues from these activities have declined substantially and are no longer expected to represent a significant component of the Company’s operations going forward.

The Company’s primary focus has shifted primarily to its wholly owned subsidiary, Sellavir, Inc. (“Sellavir”), which is developing artificial intelligence-driven software solutions for the call center industry. The Company expects that substantially all future operations and revenue growth will be driven by Sellavir.

Sellavir is now focused on developing and selling the CenterEye software product and other related tools for the call center market, leveraging AI and advanced analytics to improve call center operations and targeting integration with major platforms including Genesys Cloud, NICE CXone, and Avaya.

Sellavir Consulting:

Sellavir is an artificial intelligence and analytics company focused on developing software solutions for the call center and customer engagement industry. Its core product, CenterEye, is designed to enhance call center operations through real-time analysis of audio, video, and related performance data.

Sellavir’s platform leverages advanced analytics and machine learning technologies to:

The Company is developing solutions intended to integrate with major cloud-based contact center platforms, including Genesys Cloud, NICE CXone, and Avaya.

In January 2026, the Company entered into an Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc., which represents an initial step in the commercialization of its platform and integration into enterprise call center environments.

The Company intends to generate revenue through software licensing, service agreements, and strategic partnerships.

Our target market includes users of prominent platforms such as Genesys and Nice. By developing sophisticated tools that integrate seamlessly with these platforms, we aim to simplify the complex tasks faced by call center operators. Our solutions will not only expedite problem resolution for callers but also refine the overall user experience. By proactively detecting potential issues and either automatically resolving them or equipping agents with the necessary information for resolution, Sellavir intends to revolutionize the call center industry’s approach to customer service and support. This strategic direction underscores our commitment to innovation and excellence in the realm of AI technology, setting a new standard for operational efficiency and customer satisfaction in call centers. Sellavir is now focused on developing CenterEye, a call center software platform that leverages AI and advanced analytics to improve call center operations.

In March 2023, we entered into two loan agreements with a related Thai corporation for the purchase of land for development. Payments are due through 2031. During March 2025, one of the loans was assigned our CEO and majority shareholder to satisfy certain obligations.

During January 2026, we entered into an Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc., pursuant to which the Company will integrate its proprietary contact center technologies into the Genesys Cloud platform, one of the world’s leading AI-powered experience orchestration engines.

Strategy

The Company’s strategy is to transition from a hardware distribution business to a software-driven business centered on artificial intelligence solutions.

Key elements of this strategy include:

Competition

The Company operates in a highly competitive environment. Sellavir competes with established software providers, analytics platforms, and emerging artificial intelligence companies, many of which have significantly greater financial, technical, and marketing resources.

The Company’s ability to compete will depend on:

Intellectual Property Rights

We do not currently have any intellectual property rights.

Through Sellavir, we are in the process of obtaining patents.

Our Website

Our websites are located at www.sellavir.com and www.quartarad.com and provide a description of our company, the products we sell and our contact information including our address, telephone number and e-mail address.

Trademarks And Patents

We do not have any registered trademarks or patents.

Need for any Government Approval of Principal Products or Services

We are also subject to federal, state and local laws and regulations generally applied to businesses, such as payroll taxes on the state and federal levels. Sales of the products we sell on consignment or sell to independent, third party distributors and services we may provide internationally are subject to U.S. and local government regulations and procurement policies and practices including regulations relating to import-export control. Violations of export control rules could result in suspension of our ability to export items from one or more businesses or the entire corporation. Depending on the scope of the suspension, this could have a material effect on our ability to perform certain international contracts. We believe that we are in conformity with all applicable laws in the states we conduct business and the United States.

Research and Development

We did not spend money directly on research and development during 2024 and 2025. Any research and development was included in cost of goods through Sellavir during the years ended December 31, 2025 and December 31, 2024.

Employees

The Company currently has no full-time employees. Its executive officers devote time to the Company’s operations on a part-time basis.

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with the other information in this Annual Report, before making any investment decision. If any of the following risks actually occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Financial Condition

1. We have received a “going concern” opinion from our independent auditors, which raises substantial doubt about our ability to continue as a going concern.

Our independent registered public accounting firm has included an explanatory paragraph in its report on our financial statements for the year ended December 31, 2025, indicating that there is substantial doubt about our ability to continue as a going concern. As of December 31, 2025, we had an accumulated deficit of $428,385, a working capital deficit of $216,617, and cash on hand of only $72,909. Our ability to continue as a going concern is dependent upon our ability to generate sufficient revenue from our Sellavir operations and, if necessary, to obtain additional financing. If we are unable to do so, we may be forced to cease operations, and investors could lose their entire investment. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2. We have identified material weaknesses in our internal control over financial reporting, which could result in material misstatements in our financial statements.

Our management has identified material weaknesses in our internal control over financial reporting, including an ineffective control environment, lack of a functioning independent audit committee, insufficient segregation of duties, lack of written documentation of key internal control policies, and inadequate procedures for identifying related party transactions. These material weaknesses could result in misstatements in our financial statements that would not be prevented or detected on a timely basis. If we are unable to remediate these weaknesses, investors and regulators may lose confidence in the accuracy and completeness of our financial reports, which could adversely affect the trading price of our common stock and our ability to access capital markets.

3. We have a limited operating history in our new line of business and have incurred recurring losses since inception. We may never achieve or sustain profitability.

Although the Company was incorporated in 2011, we are effectively an early-stage enterprise software company. We have incurred net losses of $256,929 and $216,755 for the years ended December 31, 2025 and 2024, respectively. We have never achieved profitable operations on a sustained basis. We expect to continue to incur operating losses and negative cash flows for the foreseeable future as we invest in the development and commercialization of CenterEye. There is no assurance that we will ever generate sufficient revenue to achieve or sustain profitability.

4. We may need to raise additional capital to fund our operations, which may not be available on acceptable terms, or at all, and which may result in substantial dilution to our existing stockholders.

Our cash on hand of $72,909 as of December 31, 2025 is insufficient to fund our projected operating expenses for the next twelve months without additional revenue or financing. If our anticipated revenue from Sellavir contracts is delayed or does not materialize, we will need to raise additional capital through the sale of equity securities, debt financing, or advances from our majority shareholder. Any equity financing would result in dilution to existing stockholders, and debt financing may impose restrictive covenants. There is no guarantee that additional financing will be available on terms acceptable to us, or at all. Our majority shareholder has orally agreed to advance funds without interest, but this arrangement is not formalized in a written agreement and is not legally binding.

Risks Related to Our Business Pivot and Operations

5. We are undergoing a fundamental business transition, which is subject to significant execution risk.

We are winding down our legacy radiation detection equipment business and shifting our focus entirely to developing and commercializing AI-driven software solutions through Sellavir. This transition involves substantial risks, including the need to develop new products, enter new markets, establish new customer relationships, and compete against established and well-funded competitors. We have no prior history of successful enterprise software commercialization. If we are unable to execute this transition successfully, our business, financial condition, and results of operations could be materially and adversely affected.

6. Our operations depend entirely on one individual, and the loss of our Chief Executive Officer could severely disrupt our business.

Victor Shvetsky, our Chairman, Chief Executive Officer, Chief Financial Officer, and Secretary, is responsible for substantially all aspects of our operations. Mr. Shvetsky devotes only approximately 10 hours per week to the Company’s business and also serves as Chairman and Chief Executive Officer of Star Systems Corporation, a separate Japanese entity. We have no employment agreement with Mr. Shvetsky, and the loss of his services, or his inability to devote sufficient time to our operations, would have a material adverse effect on our business. We do not maintain key-person life insurance on Mr. Shvetsky.

7. We have no full-time employees, which may limit our ability to develop our products, compete effectively, and grow our business.

The Company currently has no full-time employees. All personnel, including our sole executive officer, serve on a part-time basis. Our ability to develop, market, and support the CenterEye platform, respond to customer needs, and scale our operations is significantly constrained by our limited human resources. Our inability to attract and retain qualified full-time personnel could materially impair our business development efforts.

8. Substantially all of our revenue is derived from a single-related-party customer, and the loss of this customer would materially harm our operations.

For the year ended December 31, 2025, approximately 96% of our consolidated revenue ($235,000 of $244,955) was derived from services provided through Sellavir to Star Systems Corporation, a Japanese entity owned and controlled by our Chief Executive Officer and majority shareholder, Victor Shvetsky. Our financial results are highly dependent on this single customer relationship. The loss of, or a significant reduction in, revenue from Star Systems Corporation would materially and adversely affect our results of operations. Additionally, because this customer is controlled by our CEO, there is an inherent risk that the terms of these arrangements may not reflect arm’s-length market conditions, despite management’s belief to the contrary.

9. We may not be able to successfully develop, market, or achieve market acceptance of CenterEye or our other software products.

Our future success depends on our ability to successfully develop, complete, and commercialize CenterEye and related software products. Software development is inherently uncertain and subject to significant technical, market, and execution risks. CenterEye is still in the development and early commercialization stage, and there is no assurance that we will be able to develop features that meet client needs, keep pace with rapid technological advancements, or address software bugs and security vulnerabilities in a timely manner. Failure to achieve market acceptance of CenterEye would materially and adversely affect our business.

10. We may be unable to successfully integrate CenterEye with third-party platforms such as Genesys Cloud, NICE CXone, or Avaya, which are critical to our strategy.

Our business strategy depends on integrating CenterEye with major cloud-based contact center platforms. While we entered into an Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc. in January 2026, this agreement does not guarantee any minimum revenue, exclusivity, or continued partnership. We have not yet completed integrations with NICE CXone or Avaya. These platform providers may terminate or modify their partner programs at any time or may develop competing features that render our solutions unnecessary. Failure to establish and maintain these integrations would significantly limit our addressable market and revenue potential.

11. We operate in a highly competitive market, and many of our competitors have significantly greater resources than we do.

The AI-driven call center analytics market is intensely competitive and includes established companies such as Verint, NICE, Calabrio, Genesys (which also operates the platform we seek to integrate with), and numerous emerging AI startups. Many of our competitors have substantially greater financial, technical, marketing, and human resources. They may be able to respond more quickly to new technologies or customer requirements, devote greater resources to product development and marketing, and offer more competitive pricing. We may not be able to compete effectively, which could adversely affect our ability to attract and retain customers.

Risks Related to Related-Party Transactions and Conflicts of Interest

12. Our majority shareholder and sole executive officer controls approximately 77% of our outstanding shares and has the ability to exert significant influence over corporate decisions, which may conflict with the interests of minority stockholders.

Victor Shvetsky, our CEO, CFO, and Chairman, beneficially owns approximately 77.16% of our outstanding common stock. Together with Dmitry Choulindin, a Director and Mr. Shvetsky’s half-brother, insiders control approximately 96% of our outstanding shares. As a result, Mr. Shvetsky has the ability to control virtually all matters requiring stockholder approval, including the election of directors, amendments to our organizational documents, and approval of mergers or other significant corporate transactions. This concentration of control could delay, deter, or prevent a change in control of the Company, even if such a transaction would be beneficial to minority stockholders.

13. We engage in significant transactions with related parties, which may involve conflicts of interest and may not reflect market terms.

We have material ongoing transactions with entities controlled by our CEO, including revenue arrangements with Star Systems Corporation, related-party loans to a Thai corporation in which our CEO holds a minority interest, and loan offsets with our CEO. These transactions are inherently subject to potential conflicts of interest. We do not have an independent audit committee or any formal policies and procedures for the review and approval of related-party transactions. While management believes these transactions were conducted on terms comparable to those that could be obtained from unrelated third parties, there is no assurance that this is the case. The SEC and investors may scrutinize these arrangements.

14. We have extended loans to a related-party Thai corporation, the recoverability of which is uncertain.

In March and May 2023, Sellavir entered into loan agreements with a related Thai corporation, the combined outstanding principal of which was approximately $271,183 as of December 31, 2025. These loans are secured by land in Thailand. Our CEO became an officer and minority shareholder of the Thai entity. The borrower has deferred principal payments until April 2027 pursuant to multiple amendments, and Sellavir ceased recognizing accrued interest income on one of the loans as of March 31, 2025, which raises questions about the borrower’s ability to service the debt. The loans are denominated in Thai Baht, exposing the Company to foreign currency risk. If the borrower defaults or the secured property cannot be liquidated at sufficient value, we may suffer a material loss.

Risks Related to Our Common Stock and the Securities Markets

15. Our common stock is traded on the OTC market, which may limit liquidity and result in volatile pricing.

Our common stock is quoted on the OTCID market under the symbol “QURT.” The OTC market generally provides less liquidity than national securities exchanges, and stocks traded on the OTC market are typically subject to wider bid-ask spreads, lower trading volumes, and greater price volatility. There can be no assurance that an active trading market for our shares will be maintained. The limited liquidity may make it difficult for investors to sell shares at a desired price, or at all.

16. Our stock may be considered a “penny stock,” which would subject it to additional sales practice requirements and could limit the ability of stockholders to sell their shares.

Our common stock may be deemed a “penny stock” as defined under Rule 3a51-1 of the Securities Exchange Act of 1934, as the price per share has generally been below $5.00. Penny stocks are subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities, including delivery of a standardized risk disclosure document, disclosure of market quotations, and disclosure of the compensation paid to the broker-dealer. These requirements may reduce the level of trading activity in our common stock and make it more difficult for investors to sell their shares.

17. The extremely thin public float of our common stock may result in significant price volatility and may make it susceptible to market manipulation.

Insiders beneficially own approximately 96% of our outstanding common stock. As a result, the public float is limited to approximately 631,380 shares, or approximately 4% of shares outstanding. This extremely thin float may cause our stock price to be highly volatile and susceptible to significant price swings even from relatively small trades. A limited float also makes the stock more susceptible to potential market manipulation.

18. We do not expect to pay dividends for the foreseeable future, and investors must rely on price appreciation for any return on investment.

We have never declared or paid any cash dividends on our common stock and do not anticipate doing so in the foreseeable future. We intend to retain any future earnings to fund operations and growth. As a result, investors must rely solely on any future appreciation in the price of our stock for a return on their investment, which may never occur.

Risks Related to Regulatory, Legal, and General Business Matters

19. We are subject to foreign currency risk, which could adversely affect the value of our assets and our financial results.

A significant portion of our total assets consists of notes receivable and accrued interest from a Thai corporation denominated in Thai Baht. Fluctuations in the exchange rate between the U.S. Dollar and the Thai Baht could result in significant foreign currency translation gains or losses. For the year ended December 31, 2025, we recorded a foreign currency translation gain of $23,244. Future adverse currency movements could materially reduce the carrying value of these assets and negatively affect our financial condition.

20. We do not currently hold any patents, trademarks, or other registered intellectual property, and may be unable to protect our proprietary technology.

We do not have any issued patents, registered trademarks, or copyrights. While we state that we are in the process of obtaining patents through Sellavir, there can be no assurance that any patent applications will be filed, or if filed, that they will be granted. Without adequate intellectual property protection, we may be unable to prevent competitors from copying or reverse engineering our technology, which could undermine our competitive position. Additionally, third parties may assert that our products infringe upon their intellectual property rights, which could result in costly litigation and potentially require us to cease using certain technologies or pay damages or licensing fees.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

We recognize the importance of maintaining the security and integrity of our information systems and data. Our cybersecurity risk management processes are designed to identify, assess, and manage risks from potential unauthorized access, cyber incidents, and other security threats.

Governance

Item 2. Properties

We hold no real property. We do not presently own any interests in real estate. Our executive, administrative and operating offices are located at 1201 N. Orange St., Suite 700, Wilmington, DE 19801. We do not have a written lease with the landlord and rent space on a month-to-month basis at the rate of $30 per month.

Item 3. Legal Proceedings

We are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. None of our officers or director is a party to any legal proceeding or litigation. None of our officers or director has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is quoted on the OTCID market under the symbol ‘QURT.’ The following table sets forth the high and low bid information of our common stock on the OTCID for each quarter during the last two fiscal years, as reported by the OTC Bulletin Board. This information reflects inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Common Stock Currently Outstanding

As of March 31, 2026, we have 15,899,483 shares of our common stock outstanding.

Holders

As of the date of this Report, we had 39 stockholders of record of our common stock.

Dividends

We have not declared any cash dividends on our common stock since our Date of Incorporation and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decision as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Director deems relevant.

Transfer Agent

Dynamic Stock Transfer, LLC, is our independent stock transfer agent.

Recent Sales of Unregistered Securities

None.

Additional Information

Copies of our annual reports on Form 10−K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

Item 6. Selected Financial Data

Not required under Regulation S-K for “smaller reporting companies.”

Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

This Annual Report on Form 10−K contains forward-looking statements. Our actual results could differ materially from those set forth because of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this Report. The analysis set forth below is provided pursuant to applicable Securities and Exchange Commission regulations and is not intended to serve as a basis for projections of future events. Refer also to “Risk Factors” and “Cautionary Note Regarding Forward Looking Statements” in Item 1 above.

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying 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 financial statements.

In this Annual Report on Form 10-K, “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 as of December 31, 2025 and 2024 and our results of operations for the year ended December 31, 2025 and December 31, 2024. 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 formed to distribute and sell detection devices to homeowners and interested consumers in North America, however, these activities are no longer a significant part of our operations. 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 a former 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.

While the Company historically operated a radiation detection equipment business, these activities have been significantly reduced and are being phased out, and the Company’s primary focus has shifted to its Sellavir operations.

As of the date of this Form 10-K, we continue to expand our operations and expect to increase our revenues through Sellavir. The Company currently has no full-time employees. Its Chief Executive Officer, Victor Shvetsky, devotes approximately 10 hours per week to the Company’s operations.

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 will focus on the expansion of this line of business. Sellavir is now focused on developing and selling the CenterEye software product and other related tools for the call center market, leveraging AI and advanced analytics to improve call center operations and targeting integration with major platforms including Genesys Cloud, NICE CXone, and Avaya.

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

In 2024, we generated $106,797 in sales and incurred a net loss of ($216,755). In 2025, we generated $244,955 in sales and incurred a net loss of ($256,929). As of December 31, 2025, we had $72,909 in cash on hand and liabilities of $289,529, which consisted of $155,429 in related party payables, and $134,100 in accounts payable and accrued expenses. Our working capital deficit was $216,617. These conditions, together with our accumulated deficit of $428,385 and net loss of $256,929, raise substantial doubt about our ability to continue as a going concern.

Management believes the following factors partially mitigate these conditions: During the year ended December 31, 2025, Sellavir generated $235,000 in software development revenue through its existing contract with Star Systems Corporation, representing a 488% increase over the prior year. In January 2026, we entered into an Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc. to integrate our CenterEye platform into the Genesys Cloud ecosystem, which we believe will expand our addressable market and create additional revenue opportunities. We are actively pursuing additional client engagements for our AI-driven contact center solutions.

Notwithstanding these developments, we do not currently have sufficient working capital to sustain operations for the next twelve months without additional financing or a significant increase in revenue. There can be no assurance that we will be able to generate sufficient revenue from our existing or anticipated contracts, or that additional financing will be available on acceptable terms, or at all. If we are unable to secure additional capital or achieve profitability, we may be unable to continue as a going concern, which could result in a total loss of our stockholders’ investment. We currently have one officer and two directors. These individuals allocate time and personal resources to us on a part-time basis and devote approximately 10 hours per week to us.

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 on 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 had 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 the radiation measurement. Beginning in 2024, Sellavir will strategically focus on harnessing its advanced AI capabilities and extensive experience to innovate within the call center industry. In January 2026, we entered into an Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc., pursuant to which the Company will integrate its proprietary contact center technologies into the Genesys Cloud platform, one of the world’s leading AI-powered experience orchestration engines.

The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net income for the year ended December 31, 2025 is comprised of:

Revenues for the year ended December 31, 2025 were $244,955 comprised of $9,955 from Quarta-Rad and $235,000 from Sellavir.

Operating expenses for the year ended December 31, 2025 were $393,036 comprised of $144,937 from Quarta-Rad and $248,099 from Sellavir.

Income tax expense for the year ended December 31, 2025 was $2,900 net expense, comprised of $0 income tax expense from Quarta-Rad and $2,900 income tax expense from Sellavir.

Net loss for the year ended December 31, 2025 was $256,929, comprised of $138,807 net loss from Quarta-Rad and a $118,122 net loss from Sellavir.

FOR YEAR ENDED DECEMBER 31, 2024:

Revenues for the year ended December 31, 2024 were $106,797 comprised of $66,797 from Quarta-Rad and $40,000 from Sellavir.

Operating expenses for the year ended December 31, 2024 were $246,549 comprised of $155,334 from Quarta-Rad and $91,215 from Sellavir.

Income tax expense/benefit for the year ended December 31, 2024 was $34,976 net expense, comprised of $55,496 income tax expense from Quarta-Rad and $20,520 income tax benefit from Sellavir.

Net loss for the year ended December 31, 2024 was $216,755, comprised of $181,273 net loss from Quarta-Rad and a $35,482 net loss from Sellavir.

Critical Accounting Policy and Estimates. Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the 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, foreign investments and contingencies. 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 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 financial statements included in this Annual Report on Form 10-K.

Note Receivable Related Party

Significant estimates made by management include the recoverability of the related party notes receivable. The Company bases its estimates on historical experience, knowledge of current conditions and belief of what could occur in the future considering available information. The Company reviews its estimates on an on-going basis. The actual results experienced by the Company may differ materially and adversely from its estimates. To the extent there are material differences between the estimates and actual results, future results of operations will be affected

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 each note. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and credit to notes receivable- related party. Management has evaluated collectability based on available information and believes no allowance is required as of December 31, 2025; however, this assessment involves significant judgment.

The following discussion of our financial condition and results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2025 and 2024, respectively, together with notes thereto, which are included in this Annual Report on Form 10-K. 

For the Year Ended December 31, 2025, compared to the Year Ended December 31, 2024

Revenues. Our net revenues increased $138,158, or 129.37%, to $244,955 for the year ended December 31, 2025, compared with $106,797 for comparable period in 2024. The increase was primarily due to an increase in revenue recognized through Sellavir.

Cost of Goods Sold. Our Cost of Goods Sold increased $76,195, or 113.53% to $143,307 for the year ended December 31, 2025, compared to $67,112 for the comparable period in 2024. The increase is due to the increase in sales.

Operating Expenses. For the year ended December 31, 2025, our total operating expenses increased $146,487 or 59.41%, to $393,036 compared to $246,549 for the comparable period in 2024. Operating expenses were comprised of general and administrative expenses, professional and consulting fees and advertising costs. The components of operating expenses are discussed below.

Net Income. Our net loss increased by $40,174 or 18.53% to a net loss of $256,929 for the year ended December 31, 2025, compared to a net loss of $216,755 for the year ended December 31, 2024. The increase is primarily attributable to an increase in operating expense.

QUARTA-RAD

For the Year Ended December 31, 2025, compared to the Year Ended December 31, 2024

Revenues Our net revenues decreased $56,842, or 85.10%, to $9,955 for the year ended December 31, 2025 compared with $66,797 for the comparable period in 2024. The decrease was primarily due to the wind down of sales of detection equipment.

Cost of Goods Sold. Our Cost of Goods Sold decreased $33,415 or 89.73% to $3,825 for the year ended December 31, 2025, compared to $37,240 for the comparable period in 2024. The decrease is primarily due to the decrease in sales.

Operating Expenses. For the year ended December 31, 2025, our total operating expenses decreased $10,397 or 6.69%, to $144,937 compared to $155,334 for the comparable period in 2024. The decrease was attributable to a decrease in professional fees.

Net Loss. Our net loss decreased by $82,640, or 23.43% to a net loss of $138,807 for the year ended December 31, 2025 compared to a net loss of $181,273 for the year ended December 31, 2024. The decrease primarily attributable to a reduction of income tax expense due to the reversal on a deferred tax asset in 2024.

SELLAVIR

For the Year Ended December 31, 2025, compared to the Year Ended December 31, 2024

Revenues Our net revenues increased $195,000 or 487.50% to $235,000 for the year ended December 31, 2025 compared with $40,000 for comparable period in 2024. The increase was due to increased production.

Cost of Goods Sold. Our Cost of Goods Sold increased $109,610 or 366.93% to $139,482 for the year ended December 31, 2025, compared to $29,872 for the comparable period in 2024. The increase is due to an increase in sales.

Operating Expenses. For the year ended December 31, 2025, our total operating expenses increased $156,884 or 171.99%, to $248,099 compared to $91,215 for the comparable period in 2024. The increase was attributable to an increase in stock-based compensation.

 Net loss. Our net loss increased $82,640 or 232.91% to a net loss of $118,122 for the year ended December 31, 2025 compared to a net loss of $35,482 for the year ended December 31, 2024. The increase was attributable to an increase in stock-based compensation.

Liquidity and Capital Resources. During the year ended December 31, 2025, we used cash for operating expenses from cash on hand and the sale of products on the Internet and from independent third-party resellers.

Our total assets were $413,511 and $577,814 as of December 31, 2025 and December 31, 2024, respectively, consisting of $72,909 and $63,021, respectively, in cash. Our working capital was a deficit of $216,617 and $260,907 of as December 31, 2025, and December 31, 2024, respectively.

Our total liabilities were $289,529 and $400,976 as of December 31, 2025, and December 31, 2024, respectively.

Our stockholders’ equity was $123,982 and $176,838 as of December 31, 2025 and December 31, 2024, respectively. Our accumulated deficit was $428,385 and $171,456 as of December 31, 2025 and December 31, 2024, respectively.

We had $9,888 in cash provided by operating activities and $75,124 in cash used by operating activities for the year ended December 31, 2025 and 2024, respectively.

We had $0 and $65,520 in cash provided by investing activities for year ended December 31, 2025 and December 31, 2024, respectively.

We had no cash provided by financing activities for the year ended December 31, 2025 and December 31, 2024, respectively.

We do not have sufficient funds for pursuing our plan of operation, but we are in the process of trying to procure funds sufficient to fund our operations until we are able to finance our operations through cash flow. There can be no assurance that we will be able to procure funds sufficient for such purpose. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

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

Management intends to focus on raising funds going forward. The Company cannot provide any assurance or guarantee that it will be able to raise funds. Potential investors must be aware if it is unable to raise funds through the sale of its common stock and generate sufficient revenues, any investment made into the Company would be lost in its entirety.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry forward and startup costs that may offset any future operating profit. The Company has net deferred tax assets of $126,496 with a valuation allowance of $126,496.

Impact of Inflation

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

Capital Expenditures

The Company expended no amounts on capital expenditures for the years ended December 31, 2025 and December 31, 2024, respectively.

Plan of Operation

Our business strategy is focused on the continued development and commercialization of Sellavir’s AI-driven software solutions, including the CenterEye platform. The Company does not expect to generate material revenues from its legacy radiation detection business going forward.

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

Marketing: Estimated cost $25,000-$100,000). We intend to allocate these funds exclusively toward commercialization and lead generation for our Sellavir AI software solutions, primarily the CenterEye platform. Our marketing strategy will focus on B2B digital campaigns, search engine optimization, and direct outreach targeting enterprise call centers and customer engagement operations. Additionally, we plan to utilize funds to promote our recent Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc., and to support our efforts in securing and marketing further integrations with other major cloud-based contact center platforms, including NICE CXone and Avaya. We have completely ceased marketing efforts and expenditures related to our legacy radiation detection equipment.

Our management does not anticipate the need to hire additional full or part- time employees over the next six (6) months, as the services provided by our officers and directors and our independent contractor appear sufficient at this time. We believe that our operations are currently on a small scale that is manageable by these two individuals as well as our independent contractor. Our management’s responsibilities are mainly administrative at this early stage. While we believe that the addition of employees is not required over the next six (6) 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 plants or 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.

Recent Accounting Pronouncements

We have adopted all recently issued accounting pronouncements. The adoption of the new accounting pronouncements is not anticipated to have a material effect on our operations.

Item 7A. 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 8. Financial Statements and Supplementary Data

Our audited financial statements are set forth in this Annual Report beginning on page F-1.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Quarta-Rad, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Quarta-Rad, Inc. (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current year audit of the financial statements that was communicated, or required to be communicated, to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the Allowance for Credit Losses on Notes Receivable

Description of the Matters:

As discussed in Note 3 to the financial statements, the Company has a note receivable from a related entity which is secured by the assets of the related entity. Management’s assessment of the recoverability of the note receivable involves significant judgment and estimates related to the borrowers’ financial condition and the value of the collateral securing the note receivable. These were the principal considerations that led us to determine this as a critical audit matter.

How We Addressed the Matter in our Audit:

We evaluated the controls over the Company’s identification of the allowance estimation process, and of the process for such, including walkthroughs. To evaluate the related entities’ ability to repay the note, our audit procedures included, among others, reviewing the related entities’ financial statements, confirming with an independent member of the related entity as to the balance of the note payable and accrued interest, performing a sensitivity analysis in connection with the fair market value of the collateral and evaluating subsequent events to identify information that might affect the year-end estimate.

/s/ dbbmckennon

PCAOB #3501

We have served as the Company’s auditor since 2022.

San Diego, California

March 31, 2026

QUARTA-RAD, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

QUARTA-RAD, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial statements.

QUARTA-RAD, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2025 and 2024

The accompanying notes are an integral part of these consolidated financial statements.

QUARTA-RAD, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial statements.

QUARTA-RAD, INC.

Notes to the Consolidated Financial Statements

December 31, 2025 and 2024

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures.

None.

Item 9A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive officer included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2025 were not effective in timely alerting them to material information which is required to be included in our periodic reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting during the years ended December 31, 2025 and December 31, 2024.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term as defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

As of December 31, 2025, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 Framework). Based on this assessment, our management concluded that, as of December 31, 2025, our internal control over financial reporting was not effective as of December 31, 2025 and identified the material weaknesses described below.

Description of Material Weaknesses and Management’s Remediation Initiatives

The following material weaknesses in our internal control over financial reporting were identified by management and the Company’s independent auditor as of December 31, 2025:

Ineffective control environment. The Company did not maintain an effective control environment, which is the foundation necessary for effective internal control over financial reporting. Specifically, the Company (i) did not maintain a functioning independent audit committee; (ii) did not have its Board of Directors review and approve significant transactions; (iii) had an insufficient number of personnel appropriately qualified to perform control design, execution and monitoring activities; (iv) had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements; (v) had inadequate segregation of duties consistent with control objectives; (vi) lack of written documentation of the Company’s key internal control policies and procedures over financial reporting (vii) lack of procedures to identify and disclose related party transactions and (viii) lack of procedures to properly relieve inventory. The Company is required under Section 404 of the Sarbanes-Oxley Act to have written documentation of key internal controls over financial reporting. The Company did not formally document policies and controls to enable management and other personnel to understand and carry out their internal control responsibilities including the lack of closing checklists, budget-to-actual analyses, balance sheet variation analysis, and pro-forma financial statements. Additionally, the Company did not have an adequate process in place to complete its testing and assessment of the design and operating effectiveness of internal control over financial reporting in a timely manner.

Ineffective controls over financial statement close and reporting process. The Company did not maintain effective controls over its financial statement close and reporting process. Specifically, the Company: (i) had insufficient preparation and review procedures for disclosures accompanying the Company’s financial statements; and (ii) did not provide reasonable assurance that accounts were complete and accurate and agreed to detailed support and that reconciliations of accounts were properly performed, reviewed and approved; and

Insufficient segregation of duties in our finance and accounting functions due to limited personnel. We do not have sufficient segregation of duties within accounting functions. During the year ended December 31, 2025, we had limited personnel that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. Due to the fact that these duties were often performed by the same person, this creates a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected.

As of the date of this report, our remediation efforts continue related to each of the material weaknesses that we have identified in our internal control over financial reporting, and additional time and resources will be required in order to fully address these material weaknesses. We have not been able to complete all actions necessary and test the remediated controls in a manner that would enable us to conclude that such controls are effective. We are committed to implementing the necessary controls to remediate the material weaknesses described below as our resources permit. These material weaknesses will not be considered remediated until (1) the new processes are designed, appropriately controlled and implemented for a sufficient period of time and (2) we have sufficient evidence that the new processes and related controls are operating effectively.

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

(c) Changes in internal controls.

There was no change in our internal control over financial reporting that occurred during the fourth quarter of our fiscal year ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Our directors serve until their successors are elected and qualified. Our directors elect our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating or compensation committees.

The name, address, age, and position of our present officers and director is set forth below:

The persons named above have held their offices/positions since November 29, 2011, and we expect Mr. Shvetsky to hold his office/position at least until the next annual meeting of our shareholders.

Mr. Victor Shvetsky, Chairman, President, Chief Executive Officer, Chief Financial Officer

Victor Shvetsky is our Chairman, Chief Executive Officer, Chief Financial Officer and Secretary and has served in that capacity since November 29, 2011. Mr. Shvetsky is also the Chairman and Chief Executive Officer of Star Systems Corporation, which is a Japanese corporation he founded in 1998 and headquartered in Tokyo, Japan. Star Systems in engaged in the distribution and resale of various consumer products and provides IT services to customers in Japan. Since its inception, Mr. Shvetsky has grown Star Systems from inception to $6,000,000 (US) in revenues and believes he has established it as one of the leading distributers of Geiger counters in Japan having sold over 15,000 units in 2011. Mr. Shvetsky has established distribution channels for detection products with retailers, including department stores and specialty shops, as well as developing an online marketing presence through online retailers. Mr. Shvetsky has over 16 years’ experience in sales, marketing, product development and branding as well as corporate compliance in the executive office including overseeing his company’s accounting, compliance and finance departments.

Mr. Dmitry Choulindin, Director and Director of Operations, Mr. Choulindin has served as a member of our Board of Directors since February 18, 2026, and as our Director of Operations since December 2016. In addition to his roles with the Company, Mr. Choulindin has served as an Interpreter / OPFOR with 7th Dimension, LLC at McGuire Joint US Air Force Base since April 2022. Since June 2025, he has served as an Interpreter for Legal Interpreting Services, Inc. (d/b/a LIS Solutions), and since January 2026, as an Immigration Court Interpreter for SOS International LLC. Mr. Choulindin is the half-brother of our Chief Executive Officer, Victor Shvetsky.

Mr. Alexey Golovanov, President and Director

Mr. Golovanov served as our President and Director from our inception until his departure in April, 2024 and is no longer associated with the Company. Prior to and during his tenure with us, from July 2007, Mr. Golovanov held several positions at Quarta-Rad, Ltd., a Russian Federation corporation that designs, manufactures, and sells various detection devices globally. Most recently, he served as the Managing Director of Quarta-Rad, Ltd., where he oversaw the company’s product designs and introductions in various consumer markets across Russia and Europe. He also directed Quarta-Rad, Ltd.’s R&D activities, leading to the development of the RADEX and SINMOR model lines of detection devices, and utilized his extensive experience to develop supply channels for the production of cost-effective detection products.

Possible Potential Conflicts

The OTCBB does not currently have any director independence requirements.

No member of management will be required by us to work on a full time basis. Accordingly, certain conflicts of interest may arise between us and our officer and director in that he may have other business interests in the future to which he devotes his attention, and he may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through his exercise of such judgment as is consistent with each officer’s understanding of his fiduciary duties to us. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented.

In an effort to resolve such potential conflicts of interest, our officers and sole director have orally agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Currently we have one officer and two directors and will seek to add additional officer(s) and/or director(s) as and when the proper personnel are located and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Code of Business Conduct and Ethics

On November 30, 2011, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees, and which also includes a Code of Ethics for our chief executive and principal financial officers and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration statement.

Board of Directors

Our directors hold office until the completion of their term of office, which is not longer than one year, or until a successor(s) have been elected. All officers are appointed annually by the board of directors and, subject to existing employment agreements (of which there are currently none), serve at the discretion of the board. Currently, directors receive no compensation for their role as directors but may receive compensation for their role as officers.

Involvement in Certain Legal Proceedings

During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:

Committees of the Board of Directors

Concurrent with having sufficient members and resources, our board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members to establish committees. See “Executive Compensation” hereinafter.

We will reimburse all directors for any expenses incurred in attending directors’ meetings provided that we have the resources to pay these fees. We will consider applying for officers and directors’ liability insurance at such time when we have the resources to do so.

Item 11. Executive Compensation

Summary Executive Compensation Table

The following table shows, for the years ended December 31, 2025 and December 31, 2024, compensation awarded to or paid to, or earned by, our Chief Executive Officer (the “Named Executive Officer”).

Mr. Golovanov departed in April of 2024 and is no longer part of the company.

We have no formal employment arrangement with Mr. Shvetsky. Mr. Shvetsky’s compensation has not been fixed or based on any percentage calculations. Mr. Shvetsky will make all decisions determining the amount and timing of their compensation and, for the immediate future, will not receive any compensation. Mr. Shvetsky’s compensation amounts will be formalized if and when his annual compensation exceeds $50,000.

Grants of Plan-Based Awards Table

We currently do not have any equity compensation plans. Therefore, none of our named executive officers received any grants of stock, option awards or other plan-based awards for the years ended December 31, 2025 and December 31, 2024.

Outstanding Equity Awards at Fiscal Year-End Table

None. We do not have any equity award compensation plans.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of December 31, 2025, the total number of shares owned beneficially by our officers and directors, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. As of March 31, 2026, we had 15,899,483 shares of common stock outstanding, which are held by 40 shareholders. There are not any pending or anticipated arrangements that may cause a change in control.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Our promoters are Mr. Shvetsky, our chairman, chief executive officer, chief financial officer and secretary.

Our office and mailing address is 1201 N. Orange St., Suite 700, Wilmington, DE 19801.

On November 29, 2011, we issued 12,000,000 post-split shares of our common stock to Victor Shvetsky, our chief executive officer, chief financial officer, secretary and director and 3,000,000 post-split shares of our common stock to Alexey Golovanov, our president. These shares were issued in exchange for services valued at $1,200 and $300, respectively or $1.00 per share.

Our officers and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented.

In an effort to resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Mr. Golovanov, our former president, owns Quarta-Rad, Ltd. (“Quarta-Rad Russia”), until he disposed of his interest in 2024. Quarta-Rad Russia is part of the International Scientific and Technical Park of Moscow Engineering and Physical Institute (“MIFI”) and which is a developer and manufacturer of radiometric, acoustical and pyrometric devices, radiation detecting indicators, Radon detecting indicators and acoustical leak detectors that are used by fuel-energy enterprises of Moscow and other cities of the Russian Federation. In 2011 and 2012, we acted as a consignment agent and purchased products from Quarta-Rad Russia pursuant to a written agreement and sold the merchandise to Star Systems Japan Corporation, a company owned by our majority shareholder, Victor Shvetsky. For the years ended December 31, 2025 and December 31, 2024, we purchased $-0- and $-0-, respectively, of inventory from Quarta-Rad Russia and, as of December 31, 2025 and December 31, 2024, we owed Quarta-Rad Russia $91,850 and $91,850 in related party payables. In 2017, we entered into an agreement with our related party developer for $180,000 to develop software for the device RADEX AQ. The amount above due at December 31, 2025 and December 31, 2024 primarily relates to the development contract.

We believe that each reported transaction and relationship is on terms that are at least as fair to us as would be expected if those transactions were negotiated with third parties.

Dmitry Choulindin, who was appointed to our Board of Directors on February 18, 2026, and has served as our Director of Operations since December 2016, is the half-brother of our Chief Executive Officer, Victor Shvetsky. Aside from his employment as Director of Operations, there are no related party transactions between Mr. Choulindin and the Company that would require disclosure under Item 404(a) of Regulation S-K. The terms of Mr. Choulindin’s compensation for his service as a director have not yet been finalized.

There have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:

Item 14. Principal Accountant Fees and Services.

The following table sets forth the aggregate fees billed or expected to be billed to our company for professional services rendered by our independent registered public accounting firms, for the fiscal years ended December 31, 2025 and December 31, 2024:

Audit Fees. Consist of fees billed for professional services rendered for the audits of our financial statements, reviews of our interim financial statements included in quarterly reports, services performed in connection with regular filings with the Securities and Exchange Commission and other services that are normally provided for the fiscal years ended December 31, 2025 and December 31, 2024, in connection with statutory and regulatory filings or engagements.

Audit Related Fees. None.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Registered Public Accounting Firm

Our board of directors pre-approves all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our board of directors before the respective services were rendered.

For the 2025 and December 31, 2024 audits, our Director has considered the nature and amount of fees billed or expected to be billed by dbbmckennon, and believes that the provision of services for activities unrelated to the audit was compatible with maintaining dbbmckennon’s independence.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

EXHIBITS

The following exhibits are filed as part of this Report, pursuant to Item 601 of Regulation S-K.

SignatureS

Pursuant to the requirements of Section 13 or 15(d) 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.

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

ATTACHMENTS / EXHIBITS

EX-31.1

EX-31.2

EX-32.1

EX-32.2

XBRL SCHEMA FILE

XBRL CALCULATION FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: R4.htm

IDEA: R5.htm

IDEA: R6.htm

IDEA: R7.htm

IDEA: R8.htm

IDEA: R9.htm

IDEA: R10.htm

IDEA: R11.htm

IDEA: R12.htm

IDEA: R13.htm

IDEA: R14.htm

IDEA: R15.htm

IDEA: R16.htm

IDEA: R17.htm

IDEA: R18.htm

IDEA: R19.htm

IDEA: R20.htm

IDEA: R21.htm

IDEA: R22.htm

IDEA: R23.htm

IDEA: R24.htm

IDEA: R25.htm

IDEA: R26.htm

IDEA: R27.htm

IDEA: R28.htm

IDEA: R29.htm

IDEA: R30.htm

IDEA: R31.htm

IDEA: R32.htm

IDEA: R33.htm

IDEA: R34.htm

IDEA: R35.htm

IDEA: R36.htm

IDEA: R37.htm

IDEA: R38.htm

IDEA: R39.htm

IDEA: R40.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: form10-k_htm.xml