QURT Quarta-Rad, Inc. - 10-K

Item 1A. Risk Factors

An in vestment 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 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:

Quarta Rad

Sellavir

Total

Sales

Cost of Goods Sold

Gross Profit

Expenses:

General & administrative

Professional and consulting fees

Operating expenses

Net loss from operations

Interest and dividends

Other expense - foreign currency translation loss

Other income - interest - related party

Unrealized loss on investments

Income tax expense

Net loss

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:

Quarta Rad

Sellavir

Total

Sales

Cost of Goods Sold

Gross Profit

Expenses:

General & administrative

Advertising

Professional and consulting fees

Operating expenses

Net loss from operations

Interest and dividends

Other expense - foreign currency translation loss

Other income - interest - related party

Other expense - loss on loan modification

Unrealized gain on investments

Realized loss on investments

Income tax benefit/(expense)

Net loss

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.

General and administrative expenses, increased $161,366 or 114.01%, to $302,898 for the year ended December 31, 2025 from $141,532 for the comparable period in 2024. The increase is primarily attributable to an increase in stock based compensation related to Sellavir.

Professional and consulting fees decreased $14,879 or 14.17% for the year ended December 31, 2025, to $90,138 from $105,017 for the comparable period in 2024. The decrease is primarily due to reduced professional fees through Quarta-Rad.

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.