QURT 10-K & 10-Q changes, risk factors and insider trading

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.

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.

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.

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:

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.

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

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.

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.

Substantially all of the Company's revenue is generated by Sellavir from software development and consulting services provided to Star Systems Corporation (“STAR”), a Japanese entity of which the Company's Chief Executive Officer and majority shareholder is also the majority shareholder. STAR accounted for $63,000 of the Company's $63,856 of consolidated revenue for the three months ended June 30, 2026 (98.7%) and $88,000 of $89,712 for the six months then ended.

Because this revenue is derived from an entity under common control, the pricing and volume of these arrangements have not been established through arm's-length negotiation and may not be indicative of the results the Company would achieve with unaffiliated customers. The Company has no contractual commitment from STAR with respect to future volumes, and STAR may reduce or discontinue its engagement of Sellavir at any time. The loss of this relationship would eliminate substantially all of the Company's revenue. Investors should not assume that historical revenue from STAR is indicative of the Company's ability to generate revenue from unaffiliated customers.

In January 2026, our subsidiary Sellavir entered into an Independent Software Vendor Partner Agreement with Genesys Cloud Services, Inc., under which Sellavir became a participant in the Genesys AppFoundry Program. The agreement does not provide for any minimum revenue, exclusivity, or guaranteed continuation, and we have generated no revenue under the agreement during the six months ended June 30, 2026.

The Company has two operating segments through the operations of Quarta-Rad and Sellavir. Net loss for the six months ended June 30, 2026, is comprised of:

Consolidated Totals:

Six months ended June 30, 2026 compared with the six months ended June 30, 2025

Revenues. Our net revenues decreased $10,505 or 10.48% to $89,712 for the six months ended June 30, 2026, compared with $100,217 for the six months ended June 30, 2025. The reduction was primarily attributable to the phase-out of Quarta-Rad sales and the timing of consulting projects and revenue recognized by Sellavir.

Cost of Goods Sold. Our Cost of Goods Sold decreased $989 or 1.55% to $62,860 for the six months ended June 30, 2026, compared to $63,849 for the comparable period in 2025. The decrease was primarily due to the decrease in sales.

Operating Expenses. For the six months ended June 30, 2026, our total operating expenses decreased $60,830 or 28.58% to $152,003 compared to $212,833 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.

Net Loss. Our net loss decreased $10,541 or 7.05% to $138,963 for the six months ended June 30, 2026, compared to a net loss of $149,504 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.

QUARTA-RAD

Six months ended June 30, 2026, compared with the six months ended June 30, 2025

Revenues. Our net revenues decreased $3,505 or 67.18% to $1,712 for the six months ended June 30, 2026, compared with $5,217 for the six months ended June 30, 2025. The reduction was primarily attributable to the phase out of Quarta-Rad sales.

Cost of Goods Sold. Our Cost of Goods Sold decreased $2,835 or 100.00% to $0 for the six months ended June 30, 2026, compared to $2,835 for the comparable period in 2025. The decrease was a result of decreased sales.

Operating Expenses. For the six months ended June 30, 2026, our total operating expenses decreased $44,462 or 44.36% to $55,781 compared to $100,243 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.

Net Loss. Our net loss decreased $43,792 or 44.75% to $54,069 for the six months ended June 30, 2026, compared to a net loss of $97,861 for the six months ended June 30, 2025. The decrease is primarily attributable to the decrease in administrative expenses.

SELLAVIR

Six months ended June 30, 2026, compared with the six months ended June 30, 2025

Revenues. Our net recognized revenue decreased $7,000 or 7.37% to $88,000 for the six months ended June 30, 2026 compared with $95,000 for the six months ended June 30, 2025. The decrease is due to the decrease in Sellavir revenue recognition.

Cost of Goods Sold. Our Cost of Goods Sold increased $1,846 or 3.03% to $62,860 for the six months ended June 30, 2026, compared to $61,014 for the comparable period in 2025. The increase was primarily due to classification of contractors and timing of expense recognition in Sellavir.

Operating Expenses. For the six months ended June 30, 2026, our total operating expenses decreased $16,368 or 14.54% to $96,222 compared to $112,590 for the six months ended June 30, 2025. The decrease was primarily due to a decrease in administrative expenses.

Net Loss. Our net loss increased $33,251 or 64.39% to $84,894 for the six months ended June 30, 2026, compared to $51,643 for the six months ended June 30, 2025. The increase was primarily due to an increase in foreign currency translation loss and administrative expenses.

That note is secured by undeveloped land located in Thailand. Under amendments entered into in January 2024 and May 2025, principal payments are deferred until April 1, 2027, with quarterly payments thereafter through April 1, 2031, and interest is payable at maturity. The Company has received no principal payments since April 2024 and ceased recognizing interest income on the note as of June 30, 2025 due to uncertainty regarding collectability. Accordingly, this asset is not available to fund operations in the near term, and there can be no assurance as to the amount or timing of any recovery.

Our working capital deficit was ($309,030) and ($216,617) as of June 30, 2026 and December 31, 2025, respectively.