SEC Company Response from Quarta-Rad, Inc. (QURT) (CIK 0001549631) (QURT) — Apr 15, 2016
Quarta-Rad, Inc. (QURT) (CIK 0001549631)
Date: April 15, 2016 · CIK: 0001549631 · Accession: 0001493152-16-008986
AI Filing Summary & Sentiment
File numbers found in text: 333-196078
Referenced dates: February 29, 2016
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CORRESP
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filename1.htm
Attorneys
& counselors
201
santa monica boulevard
suite
300
santa
monica, ca 90401-2224
Telephone
(310) 576-4758
Facsimile
(310) 388-5899
Email:
dhateley@hateleyhampton.com
April
15, 2016
Ms.
Amanda Ravitz
SECURITIES
AND EXCHANGE COMMISSION
100
F Street, N.E.
Washington,
DC 20549
Re: Quarta-Rad,
Inc.
Response
to Comment letter dated February 29, 2016
Amendment
No. 3 to Form S-1
Filed:
February 11, 2015
File
No. 333-196078
Dear
Ms. Ravitz:
Enclosed
is the Pre-Effective Amendment No. 4 to the above Registration Statement. The changes are made in response to the initial Registration
Statement and to make appropriate updates. The paragraph numbers below correspond to the numbered comments in your comment letter
dated February 29, 2016.
Business,
page 28
1.
Please
expand your revisions in response to prior comment 9 to address the terms of the oral agreement relating to the term of the
agreement, termination and exclusivity. Please also clarify how you “prepay for the products [you] purchase,”
given the related party payables reflected in your financial statements.
Response:
Under
the terms of the Company’s oral agreement with Quarta-Rad, Ltd., the Company has the exclusive distribution rights for
resale of the products in the United States, Europe and Asia. The parties have orally agreed that the term of the agreement
is through December 31, 2024 with an option to renew for 10 years. Quarta-Rad, Ltd. can terminate the exclusive agreement
at any time by giving the Company 180 days written notice.
The
Company wires monies to Quarta-Rad, Ltd. for the payment of the products before Quarta-Rad, Ltd. ships the products. The related
party payable is unrelated to the purchase of the products and relates to research and development costs incurred in 2014.
Revenues,
page 26
Attorneys
& counselors
Ms.
Amanda Ravitz
April
15, 2016
Page 2 of 4
2.
Please
clarify the reasons underlying the changes you note. For example, revise the statement regarding “reduced demand for
inventory in new markets [you] tested” to clarify why demand was reduced and to what markets you are referring. Please
also revise to clarify how the “introduction of new models” caused decreased revenues.
Response:
The
Company originally based its expectations for the demand of the products in new markets such as Mexico, Canada, India, China
and Indonesia based on a correlation between the country population, average income and the sales figures in our other markets.
The Company found that its expectations for sales volume based on the population were not correct and it needed to identify
unique opportunities for product distribution within each new market.
The
Company believes its introduction of new models created a misconception that its existing, best-selling models such as RD1503+
and RD1212 were obsolete. The Company believes this strategy prompted buyers to consider purchasing the newer models over the
existing models. Since the newer models do not have as many articles and/or reviews written about them, the Company believes the
lack of reviews and articles led to some potential buyers consider purchasing competing products rather than Company products.
The Company believes the introduction of the new models initially led to a decrease in revenues. The Company is now addressing
this concern by increasing its promotion of the new models, while modifying its marketing campaign to ensure that new models are
not seen as a replacement for existing models but rather a wider range of offering.
Operating
Expenses, page 26
3.
We
note your response to comment 8 and your updated disclosures. Please revise your filing to also include an explanation of
the underlying reasons for the changes in your operating expenses for all of the periods provided. For instance, please describe
any unusual or infrequent events or transactions or any significant economic changes that materially affected the amount of
reported income from continuing operations.
Response:
The
Company’s financials have been updated and the filing includes an explanation of the underlying reasons for the changes
in operating expenses for all periods provided.
Major
advantages, page 29
Attorneys
& counselors
Ms.
Amanda Ravitz
April
15, 2016
Page 3 of 4
4.
We
note your response to prior comment 10. It does not appear that you have revised to explain what you mean by “proprietary
tech library” and whether you or your affiliates owns or controls this library. Please revise. Please also identify
the engineers to whom you have access and where they are employed.
Response:
The
proprietary tech library is combination of source code, database, firmware and hardware used for measuring and displaying
radiation measurements. The source code is for the: (i) RD1212 web program; (ii) RD1212 BT application for Android and iPhone;
(iii) Web RadexRead; and (iv) database of radiation measurements. The Web RadexRead and database of radiation measurements
are owned, managed, and controlled by Quarta-Rad USA. Quarta-Rad, Ltd. owns and controls the firmware source code used by
all Radex series as well as the hardware design. Victor Shvetsky is in charge of developing and maintaining technical libraries
owned by the Company. The technical library components Quarta-Rad, Ltd. owns are maintained and updated by the following Quarta-Rad,
Ltd. engineers: Sergei Mamayev, Aleksander Demin, Dmitry Eiduk, and Dmitry Proskurin.
Summary
Compensation Table, page 34
5.
Please
update the disclosure provided pursuant to Regulation S-K Item 402 to be as of your last-completed fiscal year, the fiscal-year
ended December 31, 2015. We note that your disclosure is currently as of September 30, 2015.
Response:
The
disclosure has been updated to be as of the last-completed fiscal year ended December 31 2015.
Certain
Relationships . . . , page 35
6.
Please
reconcile the amount of related party payables referenced here as of December 31, 2013 and 2014 and September 30, 2015 with
the amounts reflected in your balance sheets for the periods ended December 31, 2013 and 2014 and September 30, 2015. Also,
the balance sheet following your auditors’ reports says you had related party payables of $170,647 and accounts payable
of $52,434 as of December 31, 2014. However, the balance sheet as of December 31, 2014 that appears with your financial statements
as of September 30, 2015 reports different amounts. Please reconcile.
Response:
The
financials have been updated to include the comparative years of December 31, 2015 and 2014. The related party payables contained
in this section have been reconciled to the auditors’ reports.
Attorneys
& counselors
Ms.
Amanda Ravitz
April
15, 2016
Page 4 of 4
Financial
Statements, page 43
Note
2. Summary of Significant Accounting Policies, page F-7
-Revenue
Recognition, page F-9
7.
We
note your response to comment 12. Please revise your filing to include the significant points from your response which support
the conclusion that you are the primary obligor and should recognize revenue on a gross basis as outlined in ASC 605-45. Specifically,
please revise to include disclosure similar to last paragraph of your response.
Response:
We
have revised the filing to include the significant points from our response, which supports the conclusion that the Company
is the primary obligor and should recognize revenue on a gross basis as outlined in ASC 605-45. We have also revised to include
the disclosure similar to the last paragraph of our prior response.
Exhibit
23.3
8.
We
note that the consent of your independent auditor refers to the report dated January 22, 2016 on your financial statements
as of and for the period ending December 31, 2014. However, we note from page F-1 that the referenced audit report date is
actually February 1, 2016. Prior to requesting effectiveness, please have your independent auditor provide a currently dated
consent which references the proper report date.
Response:
Our
independent auditor has revised its consent for use of its audit reports for the years ended December 31, 2015 and 2014.
We
believe the foregoing changes have adequately addressed the SEC’s comments.
If
you have any question or require anything further, please feel free to call me at 310-576-4758 or Michael Connette at (424) 777-8800.
Sincerely
yours,
HATELEY
& HAMPTON,
/s/
Donald P. Hateley
Donald
P. Hateley, Esq., CPA
cc:
Victor Shvetsky, Chief Executive Officer