These consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions
to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating
results for the interim period ended March 31, 2023, are not necessarily indicative of the results that can be expected for the full year.
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
ILUSTRATO PICTURES INTERNATIONAL INC.
The accompanying notes are an integral part of these
unaudited consolidated financial statements.
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION, HISTORY AND NATURE OF BUSINESS
| a) | We
were incorporated as a Superior Venture Corp. on April 27, 2010, in the State of Nevada for
the purpose of selling wine varietals. On November 9, 2012, we entered into an Exchange Agreement
with the Ilustrato Pictures Ltd., a British Columbia corporation (Ilustrato BC”), whereby
we acquired all the issued and outstanding common stock of Ilustrato BC. On November 30,
2012, Ilustrato BC transferred all of its assets and liabilities to Ilustrato Pictures Limited,
our wholly owned subsidiary in Hong Kong (“Ilustrato HK”). On Februry 11, 2013,
we changed the name to Ilustrato Pictures International, Inc. |
| b) | On
April 1, 2016, Barton Hollow, together with the newly elected director of the issuer, caused
the Issuer to enter into a letter of Intent to merger with Cache Cabinetry, LLC, and Arizona
limited liability company. Pursuant to the Letter of Intent, the parties thereto would endeavor
to arrive at, and enter into, a definitive merger agreement providing for the Merger. As
an inducement to the members of Cache Cabinetry, LLC to enter into the Letter of Intent and
thereafter transact, the Issuer caused to be issued to the members 360,000,000 shares of
its common stock. |
| c) | Subsequently,
on April 6, 2016, the Issuer and Cache Cabinetry, LLC entered into a definitive agreement
and Plan of Merger (the “Merger Agreement”). Concomitant therewith, the stockholders
of the Issuer elected Derrick McWilliams, the President of Cache Cabinetry, LLC Chief Executive
Officer of the Issuer, who along with Barton Hollow, ratified and approved the Merger Agreement
and Merger. |
| d) | The
Merger closed on June 3, 2016. The merger is
designed as a reverse
subsidiary merger pursuant to Section 368(a)(2)(E)
of the Internal Revenue Code. That is, upon
closing, Cache Cabinetry LLC will merger
into a newly
created subsidiary of the Issuer with the
members of Cache Cabinetry, LLC receiving
shares of the common stock of the Issuer as
consideration therefor. Upon closing of the Merger, Cache Cabinetry, LLC will
be the surviving corporation in its
merger with the wholly owned subsidiary
of the Issuer, therefore has become
the wholly owned operating subsidiary of the
Issuer. |
| e) | On
November 9th, 2018, the
Company entered into a Term Sheet for Plan of Merger
and Control with Larson Elmore. |
| f) | As
a part of share purchase arrangement between Lee Larson Elmore and FB Technologies
Global Inc., Nick Link, the owner of FB Technologies Global Inc. replaced Lee Larson Elmore as CEO of Ilustrato Pictures International
Inc. on January 14, 2021, and we eventually got control over activities and books of accounts of Ilustrato Pictures International Inc.
from the date January 14, 2021. So, we are not aware about facts mentioned above vide note no. 1(A), 1(B), 1(C), 1(D), 1(E), 1(F) and
1(G) 'organization, history and business' as they are related to prior to the date on which control over activities and books of accounts
of Ilustrato Pictures International Inc. were handed over to us. Thus, those events have been reiterated as disclosed in previous fillings
made by the preceding management of the company with SEC. |
| g) | On June 10, 2020, the Company entered into a definitive agreement with FB Fire Technologies Ltd. for
the conversion of debt. The shareholders were issued 2,500,000 shares of Class E Preferred Stock and BrohF Holdings Ltd., a creditor of
the company was issued 672,175 shares. A final tranche of shares for debt conversion will be issued to the shareholders following the
audited financials for 2022. |
| h) | Firebug
Mechanical Equipment LLC (Firebug
Group – U.A.E.) was incorporated on May
8, 2017. ILUS acquired 100% of
this company on January 26, 2021, under
a signed Share Purchase Agreement. This
company is engaged
in the business of research and
development of firefighting technologies as well as the manufacturing
firefighting equipment and firefighting vehicles for its customers in
the Middle East, Asia, and
Africa. |
| i) | Georgia Fire
& Rescue Supply LLC (Georgia Fire) was
incorporated on the January 21, 2003. ILUS acquired 100% of
this company on March 31, 2022, under a signed Share Purchase Agreement.
This company is engaged in the
business of sales, distribution and servicing/maintenance of Firefighting, Rescue
and Emergency Medical Services equipment. |
| j) | Bright
Concept Detection and Protection
System LLC
(BCD Fire) was
incorporated on March 18, 2014. ILUS acquired
100%
of
this company on April 13,
2021, in connection a signed Share Purchase
Agreement. This company
is engaged in the
business of sales, distribution, installation
and maintenance of Fire Protection and Security
systems. |
| k) | Bull
Head Products
Inc. was incorporated on June 8, 2007. ILUS
acquired 100%
of
this company on January 1,
2022, under a signed Share Purchase Agreement.
This company is engaged
in the business of manufacturing of aluminum
truck beds and brush truck
skid units for firefighting purposes including
wildland firefighting. |
| l) | Emergency
Response Technologies, Inc. This
company was incorporated by ILUS on
February 22, 2022, as the company’s Emergency
Response Subsidiary. This company is
engaged in the
business of public safety and emergency response focused mergers and
acquisitions. |
| m) | E-Raptor.
This company
was incorporated by ILUS as the company’s
Commercial Electric Utility Vehicle manufacturer
on February 22, 2022. This company is
engaged in the
business of manufacturing electric utility vehicles for the emergency response, agricultural,
industrial, hospitality and transport sectors. |
| n) | Replay
Solutions was incorporated by
ILUS on March 1, 2022. The company
is engaged in the
business of recovering precious metals from electronic waste, known as urban mining. |
| o) | Quality
Industrial Corp. was originally incorporated on May 4,
1998. ILUS acquired 77%
of
this company on May 28,
2022, under a signed Share Purchase Agreement.
This company is engaged
in the industrial, oil & gas,
and manufacturing sectors. Quality Industrial Corp. is a public
company which trades on the OTC Market under
the ticker QIND and is designed as a
Special Purpose Vehicle for
our industrial and manufacturing division as well as for our operating company Quality International
Co Ltd FCZ and
other future acquisitions. |
| p) | AL
Shola Al Modea
Safety and Security LLC is a fire safety company
registered in the United Arab Emirates.
The company has signed a Share Purchase Agreement
to acquire 51%
control
of AL Shola
Al Modea Safety and Security LLC (ASSS)
on December 13, 2022. |
| q) | Quality
International Co
Ltd FCZ is a United
Arab Emirates registered process manufacturing
and engineering company. It manufactures custom solutions
for the oil and gas, power/energy, water, desalination, wastewater, offshore and public safety
industries. Quality Industrial Corp. signed the
definitive Share Purchase Agreement on January
18, 2023, to acquire a 52%
interest
in Quality
International Co Ltd FCZ. |
| r) | Petro
Line FZ LLC is is a United
Arab Emirates registered a company that operates
an oil refinery providing oil refining services. Quality Industrial Corp. signed the
definitive Share Purchase Agreement on January
27, 2023, to acquire a 51%
interest
in Petro
Line FZ-LLC. |
| s) | Hyperion Defense Solutions (Hyperion) was incorporated
on February 13, 2023, and alongside two experienced and esteemed British military veterans, Chris Derbyshire,
and Tim Grey. Through their combined 34 years of military service and 22 years holding senior roles in the defense sector,
they have amassed a wealth of technical expertise and senior roles in the defense sector, senior
level contacts as well as an acute understanding of defense customer requirements and military procurement processes. |
NOTE
2. SUMMARY OF SIGNIFICANT POLICIES
Basis
of Presentation and Principles of consolidation
The
accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of ILUS
and all of its majority - owned or controlled subsidiaries are prepared in conformity with generally accepted accounting principles in
the United States of America (U.S. GAAP). All significant inter-company accounts and transactions
have been eliminated. Further, while preparing consolidated financial statements, all the U.S. GAAP principles of consolidation
have been followed and non-controlling interest have been recorded separately in the Consolidated Balance sheets.
The
following companies are consolidated on the basis of Mergers & Acquisitions:
| 2. | Firebug
Mechanical Equipment LLC |
| 4. | Georgia
Fire & Rescue supply LLC |
| 5. | Bright
Concept and protection System LLC |
| 6. | Quality
Industrial Corp. |
| 7. | AL
Shola Al Modea Safety and Security LLC |
Use
of estimates
The
preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review
the Company’s, impairments and estimations of long-lived assets, revenue recognition of Contract based revenue, allowances for
uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience
and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results
may differ from these estimates under different assumptions or conditions.
Fair
value of financial instruments
The
carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature
of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial
instruments.
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The
Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable.
·
Level 1. Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for
transactions in active exchange markets involving identical assets.
·
Level 2. Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and
liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable
in active markets. These are typically obtained from readily available pricing sources for comparable instruments.
·
Level 3. Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting
entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best
information available in the circumstances.
Revenue
Recognition
The
company applies paragraph 606-10 of the FASB
Accounting Standards Codification for revenue recognition. The company recognizes revenue
when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following criteria are met:
|
• persuasive evidence of an arrangement exists, |
|
• the sale price is fixed or determinable, |
|
• collectability is reasonable assured and |
|
• goods have been shipped and/or services rendered. |
Accounts
Receivable
Accounts receivable are recorded at face
value less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future
economic and market conditions, and a review of the current status of each customer's trade accounts receivable. Management evaluates
the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that
is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before recording the
appropriate provision.
Allowance
for Doubtful Accounts
An
allowance for doubtful accounts on accounts receivable is charged to
operations in amounts sufficient to maintain the allowance for uncollectible accounts at
a level management believes is adequate to
cover any probable losses. Management determines the adequacy of the allowance based on historical write
off percentages and information collected from individual customers. Accounts receivable are charged off
against the allowances when collectability is determined to be permanently
impaired.
Stock
Based Compensation
When
applicable, the Company will account for stock-based
payments to employees in accordance
with ASC 718, “Stock Compensation” (“ASC 718”). Stock-based
payments to employees include grants of stocks,
grants of stock options and issuance of warrants that
are recognized in the consolidated statement of operations based on their fair values at
the date of grant.
In accordance with ASC 718, the company will
generally apply the same guidance to both employee and nonemployee share-based awards. However, the company will also follow specific
guidance for share-based awards to nonemployees related to the attribution of compensation cost and the inputs to the option-pricing model
for expected term. Nonemployee share-based payment equity awards are measured at the grant-date fair value of the equity instruments,
similar to employee share-based payment equity awards.
The
Company calculate the fair value of option grants and warrant issuances utilizing the Binomial
pricing model. The amount of stock-based compensation recognized during a period
is based on the value of the portion of the awards that are ultimately expected to vest.
ASC 718 requires forfeitures to be estimated
at the time stock options are granted and warrants are issued to employees and non-employees,
and revised, if necessary, in subsequent periods
if actual forfeitures differ from those estimates. The term “forfeiture”
is distinct from “cancellations” or “expirations” and represents
only the unvested portion of the surrendered
stock option or warrant. The Company estimates
forfeiture rates for all unvested awards when calculating the expenses for the period. In estimating the forfeiture rate, the Company
monitors both stock option and warrant exercises as well as employee termination patterns.
The resulting stock-based compensation expense for both employee and non-employee awards
is generally recognized on a straight-line
basis over the period in which the Company
expects to receive the benefit, which is generally the vesting period.
Earnings
(Loss) per Share
The Company
reports earnings (loss) per share in accordance with ASC Topic 260-10, “Earnings
per Share.” Basic earnings (loss) per share is computed
by dividing income (loss) available to shareholders
by the weighted average number of shares
available. Diluted earnings (loss) per shares available. Diluted earnings (loss) per share
is computed similar to basic earnings (loss) per share
except the denominator is increased to include the number of
additional shares that would have been outstanding if the
potential shares had been issued and if the
additional shares were dilutive.
Organization
and Offering
Cost
The
Company has a policy to expense organization and offering
costs as incurred.
Cash
and Cash
Equivalents
For
purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly
liquid investments with maturities of three months or less.
Concentration
of Credit
Risk
The Company
primarily transacts its business with one financial institution. The amount on deposit
in that one institution may from time to time exceed the federally insured limit.
Business
segment
ASC 280, “Segment
Reporting” requires use of the “management
approach” model for segments reporting. The management
approach model is based on the way a
company’s management organizes segments within the company
for making operating decisions and assessing
performance. A Division overview presented in the Management Discussion and analysis filed with this form 10-Q.
Leases
The Company
accounts for leases with escalation clauses and rent holidays on a straight-line basis
in accordance with Accounting Standards Codification (ASC) 840, “Lease”.
The deferred rent expenses liability associated
with future lease commitments was reported under the caption “Other long-term obligation”
on our consolidated balance sheet. The Company has Lease arrangement for which the liability
has been recorded separately. Such Lease arrangements corresponds to the operating subsidiary QIND.
Recent
Accounting Pronouncements
The
Company continually assesses any new accounting pronouncements to determine their applicability
to the Company. Where it is determined that a new
accounting pronouncement affects the Company’s financial report, the Company
undertakes a study to determine the consequences of the change to its financial statements
and assures that there are proper controls in place to ascertain that the Company’s
financials properly reflect the change. The Company
currently does not have any recent accounting pronouncement that they are studying, and
feel may be applicable.
Off-Balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to stockholders.
Rounding
Off
Figures
are rounded off to the nearest $, except value of EPS and
number of shares.
NOTE
3. GOING CONCERN
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.
Management
evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements are issued and determined. The Company’s ability to continue as a going concern is dependent on the Company’s
ability to continue to generate sufficient revenues and raise capital within one year from the date of filing.
Over
the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however,
no assurance can be given that debt or equity financing, if and when required, will be available.
NOTE
4. CASH AND CASH EQUIVALENTS
For
purposes of the statements of cash flows, in accordance with ASC 230-10-20 the Company considers all highly liquid investments and short-term
debt instruments with original maturities of three months or less to be cash equivalents. There was $1,436,346
in cash and cash equivalents as of March
31, 2023, and $479,129 as
of December 31, 2022, respectively.
NOTE
5. ACCOUNTS RECEIVABLES
Accounts receivables are recorded
at face value less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and
future economic and market conditions, and a review of the current status of each customer's trade accounts receivable. Management evaluates
the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that
is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before recording the
appropriate provision.
Major Accounts receivable are
from our subsidiary QIND. The duration of such receivables extends from 60 days beyond 12 Months. Payments are received only when a project
is completed, and approvals are obtained. Provisions are created based on the estimated irrecoverable amounts determined by referring
to past default experience. The majority of accounts receivable extend beyond 12 months and are guaranteed by a shareholder.
NOTE
6. INVENTORY - WORK IN PROGRESS
Work In Progress only reflects the value of products in intermediate production
stages and excludes the value of finished products being held as inventory in anticipation of future sales and raw materials not yet incorporated
into an item for sale.
NOTE
7. OTHER CURRENT ASSETS
Particulars | |
March
31, 2023 | |
December
31, 2022 |
Staff
Advances | |
| 7,280 | | |
| 7,487 | |
Retention
Receivable | |
| 2,800,611 | | |
| — | |
Loans
Advanced | |
| 1,750,722 | | |
| 2,551,606 | |
Amount
due from Related Party | |
| 1,794,218 | | |
| 2,096,777 | |
Advance
given to Suppliers | |
| 7,539,940 | | |
| 7,572,440 | |
Statutory
Dues Receivables | |
| 46,826 | | |
| 46,326 | |
Deposits | |
| 1,775,441 | | |
| 1,550,914 | |
Accrual
of discounts on Notes | |
| 46,666 | | |
| 100,000 | |
Prepayments/
Prepaid Assets | |
| 114,280 | | |
| 150,566 | |
Other
Misc. Current Assets | |
| 1,280,654 | | |
| 2,986,272 | |
TOTAL | |
| 17,156,638 | | |
| 17,062,388 | |
Other
Misc. Current Assets:
Other
Misc. Current Assets as mentioned in the above table includes advances paid in connection with the operations of the company.
Related
party Advances:
As
of March 31, 2023, and March 31, 2022, the Company had amounts due to Quality Industrial Corp. its subsidiary of the Company, of $797,504
and $0, respectively.
NOTE
8. LONG TERM INVESTMENTS
Particulars | |
March
31, 2023 | |
December
31, 2022 |
Investments: | |
| |
|
Investment
in FB Fire Technology Ltd. | |
| 1,678,955 | | |
| 1,678,955 | |
Investment
in TVC | |
| 20,500 | | |
| 20,500 | |
Other
Long term Investments | |
| 4,657,982 | | |
| 4,668,871 | |
Investment
in Dear Cashmere Holding Co. | |
| 12,000,000 | | |
| 12,000,000 | |
TOTAL | |
| 18,357,437 | | |
| 18,368,326 | |
NOTE
9. RIGHT OF USE ASSETS
The
Company’s subsidiaries have entered into commercial leases of land for offices, manufacturing yards and storage facilities. The
Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset
are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement.
To determine the present value of lease payments, the Company uses the stated interest rate in the lease, when available, or more commonly
a secured incremental borrowing rate that reflects risk, term, and economic environment in which the lease is denominated. The Company
has elected not to recognize ROU assets or lease liabilities for leases with a term of twelve months or less. Expense is recognized on
a straight-line basis over the lease term for operating leases.
NOTE
10. GOODWILL
Goodwill
represents the cost of acquired companies in excess of the fair value of the net assets at the acquisition date and is subject to annual
impairment. Goodwill is the excess of the purchase price paid for an acquired entity and the amount of the price not assigned to acquired
assets and liabilities. It arises when an acquirer pays a high price to acquire a business. This asset only arises from an acquisition
and it cannot be generated internally. Goodwill is an intangible asset, and so is listed within the long-term assets section of the acquirer's
balance sheet.
As a part of the Share Purchase
Arrangement between Lee Larson Elmore and FB Technologies Global Inc., Nick Link, the owner of FB Technologies Global Inc. replaced Lee
Larson Elmore as CEO of Ilustrato Pictures International Inc. on January 14, 2021, and the company finally took control over the activities
and books of accounts of Ilustrato Pictures International Inc. from the date of January 14, 2021.
The Unsupported Goodwill has been written off in the financial year ending
December 31, 2022. The Additional Goodwill has been generated through our acquisition of Bull Head Products Inc., Georgia Fire &
Rescue, Quality Industrial Corp and AL Shola Al Modea Safety and Security LLC.
NOTE
11. TANGIBLE ASSETS
Particulars | |
March
31, 2023 | |
December
31, 2022 |
Tangible Assets: | |
| |
|
Land
and Building | |
| 17,390,196 | | |
| 17,390,067 | |
Plant
and machinery | |
| 1,711,483 | | |
| — | |
Furniture,
Fixtures and Fittings | |
| 213,189 | | |
| 63,712 | |
Vehicles | |
| 64,375 | | |
| 70,326 | |
Computer
and computer Equipment | |
| 27,269 | | |
| 31,067 | |
Office
Equipment | |
| 907 | | |
| 1,248 | |
Capital
WIP | |
| 2,292,846 | | |
| 28,903 | |
TOTAL | |
| 21,700,264 | | |
| 21,017,415 | |
Property,
Plant and Equipment
Property,
Plant and Equipment is recorded at cost, except when acquired in a business combination where property, plant and equipment are
recorded at fair value. Depreciation of property, plant and equipment is recognized over the estimated useful lifespan of the
respective assets using the straight-line method.
The
estimated useful lifespans are as follows:
|
|
Years |
Buildings,
related improvements & land improvements |
|
5-25 |
Machinery
& Equipment |
|
3-15 |
Computer
hardware & software |
|
3-10 |
Furniture
& Fixtures |
|
3-15 |
Expenditure
that extends the useful lifespan of existing property, plant and equipment are capitalized and depreciated over the remaining useful
lifespan of the related asset. Expenditure for repairs and maintenance are expensed as incurred. When property, plant and equipment are
retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss
reflected in operations.
NOTE
12. INTANGIBLE ASSETS
Particulars | |
March
31, 2023 | |
December
31, 2022 |
Intellectual
Rights | |
| 693,338 | | |
| 617,240 | |
Website | |
| 6,112 | | |
| 6,112 | |
Trademarks | |
| 240 | | |
| 240 | |
TOTAL | |
| 699,690 | | |
| 623,592 | |
NOTE
13. CURRENT LIABILITIES
Other
Current Liabilities
Other
Current Liabilities as mentioned in the below table includes short term liabilities. Short term bank borrowings relate to credit-lines
and bank borrowings by the company’s subsidiary QIND to meet asset financing and working capital
requirements for orders that are in production.
Particulars | |
March
31, 2023 | |
December
31, 2022 |
Credit
Cards | |
| 25,150 | | |
| 6,895 | |
Payable
to subsidiaries | |
| 82,145,676 | | |
| 82,235,560 | |
Short
Term Bank Borrowings | |
| 19,716,635 | | |
| 18,220,315 | |
Tax
Payable | |
| 17,361 | | |
| 31,421 | |
Provision
for Audit Fees | |
| 76,500 | | |
| | |
Provision
for Expenses | |
| 80,000 | | |
| 9415 | |
Accrued
Interest for Convertible Notes | |
| 51,378 | | |
| 31,855 | |
Other
short-term loan | |
| 855,433 | | |
| 101,141 | |
Payroll
Liability | |
| 353,883 | | |
| 119,987 | |
Misc.
liabilities | |
| 1,262,345 | | |
| 1,303,229 | |
TOTAL | |
| 104,584,361 | | |
| 102,059,819 | |
NOTE
14. NON – CURRENT LIABILITIES
Particulars | |
March
31, 2023 | |
December
31, 2022 |
Provision
for Convertible Notes | |
| 1,155,338 | | |
| 1,155,338 | |
Borrowings
from Financial Institutions | |
| 12,371,221 | | |
| 12,378,098 | |
Interest
On Convertible Notes | |
| 556,483 | | |
| 461,994 | |
Employees’
End of Service Benefits | |
| 31,808 | | |
| 1,953,853 | |
Defined
Benefit Obligation (Gratuity) | |
| 71,736 | | |
| 60,683 | |
TOTAL | |
| 14,186,586 | | |
| 16,015,558 | |
NOTE
15. COMMON STOCK AND PREFERRED STOCK
In
August 2019 the Company’s Amended its Articles of Incorporation to authorize it to issue up to two billion (2,000,000,000)
shares, of which all shares are common stock, with a par value of one-tenth of one cent ($0.001)
per share. The Company also created the following 30,000,000
preferred shares with a par value of $0.001 to be designated Class A, B and C.
Class
A – 10,000,000 preferred shares that convert at 3 common shares for every 1 preferred class A share and voting rights of 500 common
shares for every 1 preferred class A share. All 10,000,000 preferred class A shares have been issued to the Company’s CEO.
Class
B – 10,000,000 preferred shares that convert at 3 common shares for every 1 preferred class B common share.
Class
C – 10,000,000 preferred shares that convert at 2 common shares for every 1 preferred class C common share with voting rights of
100 common shares for every 1 preferred class C share.
On
February 14, 2020 the Company designated Class D– 60,741,000 preferred shares; par value $0.001 that convert at 500 common shares
for every 1 preferred class D common share with voting rights of 500 common shares for every 1 preferred class D share.
On
May 28, 2020, the Company designated preferred Class E shares - 5,000,000 preferred shares; par value $0.001; non-cumulative. Dividends
are 6% a year commencing a year after issuance. Dividends to be paid annually. Redeemable at $1.00 per share, 2.25% must be redeemed
per quarter, commencing one year after issuance, and shall be redeemed at 130% premium to the redemption value. The shares do not have
voting rights.
On
August 26, 2021, the company amended its Articles of Incorporation to updated authorized Class B preferred shares to 100,000,000 (10,000,000
previously) with par value $0.001 that will be converted at 100 common shares (3 common shares previously) for every 1 preferred Class
B Share with voting rights of 100 common shares for every 1 preferred class B share. Dividends to be paid according to the company’s
dividend policy agreed by the board from time to time.
On
July 20, 2021, the Company designed preferred Class F shares – 50,000,000 preferred shares; par value $0.001 that convert at 100
common shares for every 1 preferred class F share with no voting rights and no dividends.
As
of December 31, 2022, there was 1,355,230,699 shares of the Company’s common stock issued and outstanding.
As
of March 31, 2023, the number of shares outstanding of our Common Stock was 1,379,080,699.
EARNING PER SHARE
|
|
|
Particulars |
March
31, 2023 |
December
31, 2022 |
Basic
EPS |
|
|
Numerator |
|
|
Net
income / (loss) |
914,662 |
4,559,375
|
Net
Income attributable to common stockholders |
$ 914,662 |
$ 4,559,375
|
Denominator |
|
|
Weighted
average shares outstanding |
1,379,080,699 |
1,355,230,699
|
Number
of shares used for basic EPS computation |
1,379,080,699 |
1,355,230,699
|
Basic
EPS |
$
0.00 |
$
0.00 |
Diluted
EPS |
|
|
Numerator |
|
|
Net
income / (loss) |
914,662 |
4,559,375
|
Net
Income attributable to common stockholders |
$ 914,662 |
$ 4,559,375 |
Denominator |
|
|
Number
of shares used for basic EPS computation |
1,379,080,699 |
1,355,230,699
|
Conversion
of Class A preferred stock to common stock |
30,000,000 |
30,000,000
|
Conversion
of Class B preferred stock to common stock |
65,589,041 |
65,589,041
|
Conversion
of Class D preferred stock to common stock |
30,370,500,000 |
30,370,500,000
|
Conversion
of Class F preferred stock to common stock |
166,825,000 |
158,602,740
|
Number
of shares used for diluted EPS computation |
32,011,994,740 |
31,979,922,480
|
Diluted
EPS |
$
0.00 |
$ 0.00 |
NOTE 16. OTHER COMPREHENSIVE INCOME
Statement of Comprehensive Income Statement | |
Q1 2023 |
Net Income | |
| 914,662 | |
Other comprehensive Income /(loss), net of tax | |
| | |
Foreign currency translation adjustments | |
| 1,792 | |
Comprehensive Income | |
| 916,454 | |
NOTE
17. NON-CONTROLLING INTEREST
The
Company acquired 52% of Quality International for $82,000,000, now owning 52% of net assets of Quality
International. Net Assets of Quality International was $49,255,718 on December 31, 2022. The remaining $56,387,027 of
the purchase price is a part of the Company’s Goodwill (see financial footnote). Furthermore, current quarter earnings of the subsidiaries
where the company doesn’t hold 100% ownership has been transferred to Non-Controlling Interest in the respective shareholding ratio.
NOTE
18. NOTES PAYABLE
The
following is the list of Notes payable as of March 31, 202. Convertible Notes issued during the reported period are accounted in the
books as liability, accrued Interest and discount on notes is also accounted accordingly as per general accounting principles.
| • | On
June 14, 2021, the company entered into a convertible note with GPL Ventures LLC –
Alexander Dillon, for the amount of $500,000. The note is convertible at 25% below the average
past 10-day share price. The note was assigned to RB Capital note assigned from GPL Ventures
LLC to RB Capital on October 24, 2022. |
| • | On
January 28, 2022, the company entered into a convertible note with RB Capital Partners Inc.
– Brett Rosen for the amount of $500,000. The note is convertible at a fixed price
$0.20 and bears 5% interest per annum. The note matures on January 27, 2024. |
| • | On
February 04, 2022, the company entered into a convertible note with Discover Growth Fund
LLC – John Burke for the amount of $2,000,000. The note is convertible at a 35% below
the lowest past 15-day share price and bears 12% interest per annum. The note matures on
February 4, 2023. |
| • | On
April 26, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of $500,000. The note is convertible into common stock at the rate of $0.20
and bears 5% interest per annum. The note matures on April 25, 2024. |
| • | On
May 20, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of $500,000. The note is convertible into common stock at the rate of $0.50
and bears 5% interest per annum. The note matures on May 19, 2024. |
| • | On
May 27, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of $500,000. The note is convertible into common stock at the rate of $0.50
and bears 5% interest per annum. The note matures on May 26, 2024. |
| • | On
June 01, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of $1,000,000. The note is convertible into common stock at the rate of $0.50
and bears 5% interest per annum. The note matures on May 31, 2024 |
| • | On
July 12, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of . . The note matures on . |
| • | On
August 10, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of . . The note matures on . |
| • | On
August 25, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of . . The note matures on . |
| • | On
September 21, 2022, the company entered into a convertible note with RB Capital Partners
Inc., for the amount of $650,000. The note is convertible into common stock at the rate of
$0.50 and bears 5% interest per annum. The note matures on September 20, 2024. |
| • | On
November 14, 2022, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of $400,000. The note is convertible into common stock at the rate of $0.50
and bears 5% interest per annum. The note matures on November 13, 2024. |
| • | On
December 2, 2022, the company entered into a convertible note with AJB Capital Investment
LLC for the amount of $1,200,000. The note is convertible into common stock upon an event
of default at the rate equal to volume weighted average trading price of the specified period
and bears 12% interest. The note matures on June 01, 2023. |
| • | On
January 26, 2023, the company entered into a convertible note with Jefferson Street Capital
for the amount of $100,000. . The note matures on July 26, 2023. |
NOTE
19. SUBSEQUENT EVENTS
In
accordance with ASC 855-10-50 the company list events which are deemed to have a determinable significant effect on the balance
sheet at the time of occurrence or on the future operations, and without disclosure of it, the financial statements would be misleading.
| • | On
April 11, 2023, ILUS entered into a note payable of $136,500 with 1800 Diagonal Lending LLC.
Repayable any time after 180 days following the date of note till maturity date and shall bears
9% interest rate per annum. The note is convertible into common stock at the rate equal to
variable conversion price as defined, shall mean 65% of lowest trading price during previous
ten days. The note matures on April 11, 2024. |
| • | On
April 11, 2023, ILUS entered into a note payable of $144,200 with 1800 Diagonal Lending LLC.
Repayable in 9 monthly payments and shall bear 13% interest as one time charge on the issuance
date. In case of event of default, note is convertible into common stock at 65% of lowest
trading price during previous ten days. The note matures on March 11, 2024. |
| • | On
April 12, 2023, the company entered into a convertible note with RB Capital Partners Inc.,
for the amount of 500,000. The note is convertible into common stock at the rate of $0.50
and bears 5% interest per annum. The note matures on April 12, 2025. |
| • | On
May 2, 2023, the company entered into a convertible note with RB Capital Partners Inc., for
the amount of 250,000. The note is convertible into common stock at the rate of $0.50 and
bears 5% interest per annum. The note matures on May 2, 2025. |
| • | On
May 12, 2023, we issued 2,000,000 shares of common stock as commitment shares to AJB Capital
Investment LLC with a fair market value of $84,000. |