ILUS 8-K
Ilustrato Pictures International Inc. (ILUS)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area
code:
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______________________ (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry Into A Material Definitive Agreement
On January 27, 2023, our subsidiary Quality Industrial Corp. entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders of Petro Line FZ-LLC (“Petro Line”), a United Arab Emirates headquartered company to purchase 51% of the outstanding shares (the “Shares”). Petro Line is a revenue generating and profitable company that operates an oil refinery providing oil refining services.
The purchase price for the Shares shall be up to $1,530,000 in cash, paid in three tranches, subject to the achievement of financial milestones presented in a schedule of payments which are set forth in the Purchase Agreement.
The first tranche of $500,000 will be paid within 14 days of signing the Share Purchase Agreement and will constitute closing. The remaining $1,030,00 under the Purchase Agreement will be paid out over the next 12 months in two further tranches conditional upon Petro Line meeting minimum Revenue and EBITDA targets for 2023.
QIND will occupy three non-paid board seats of Petro Line and there shall be two other non-paid board seats for existing Petro Line board members.
The Purchase Agreement also contains certain restrictive covenants whereby, among other things, the shareholders selling the Shares are prohibited from (a) competing with the business of the Petro Line, (b) soliciting employees of Petro Line and (c) intentionally interfering with Petro Line‘s business relationships, in each case during the two-year period immediately following the final payment required under the Purchase Agreement.
The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, capitalization, corporate authority, financial statements, and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses.
The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| 2.1 | Stock Purchase Agreement, dated January 27, 2023 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ilustrato Pictures International, Inc.
/s/ Nicolas Link
Nicolas Link, CEO
Date: January 31, 2023
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SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”) is made and entered into as of January 27, 2023, by and among:
Quality Industrial Corp (QIND)., a Nevada corporation (“QIND”) represented by Mr. John-Paul Backwell as the authorized representative and signatory for and on behalf of the company (the “Purchaser”), on the one hand,
Petro Line FZ-LLC formerly known as Zedn Industries FZ-LLC, a United Arab Emirates company represented by Mr Rami Tabl as the authorized representative and signatory for and on behalf of the company (the “Seller”) on the other hand.
(The Purchaser and the Seller will be collectively referred to as the “Parties” and individually as the “Party”)
This Agreement sets forth the terms and conditions upon which the Seller is selling to the Purchaser and the Purchaser is purchasing from the Seller 51% ownership of Petro Line FZ-LLC a company registered in United Arab Emirates (license no 8000396) (the “Company”), constituting fifty-one percent of the outstanding capital stock of the Company. (Hereinafter referred to as the “Shares”).
In consideration of the mutual agreements contained herein, the parties hereby agree as follows:
| 1. | SALE OF THE SHARES |
1.01 Shares being Sold. Subject to the terms and conditions of this Agreement, the Purchaser hereby agrees to purchase the Shares from the Seller and the Seller agrees to sell the Shares to the Purchaser.
1.02 Purchase Price. The Parties have agreed the valuation for the company is $3,000,000 (Three Million USD), therefore the “Purchase Price” of 51% of the shares (510 shares)is $1,530,000 (One Million Five Hundred Thirty Thousand USD), which is payable as part payments as follows:
| Tranche | Timeframe and Conditions | Amount | Paid By | Paid To |
| 1 | To be paid within 14 days of signing this Share Purchase Agreement (closing). Payment to be utilized towards the restoration of the RAK facility with factory restoration to be completed and full operational capacity obtained within 2 months from the date of payment. |
$500,000 | QIND | Petro Line |
| 2 | To be paid on or within 6 Months after closing, provided mutually agreed performance and KPIs are met. |
$500,000 | QIND | Petro Line |
| 3 | To be paid on or within 12 Months after closing, provided mutually agreed performance and KPIs are met. |
$530,000 | QIND | Petro Line |
1.03 Transfer of Shares. The Seller will transfer 51% of the Shares to the Purchaser at the closing of this transaction.
| 1.04 | Accounts. The Sellers book of accounts will be maintained by the Purchaser. |
| 1.05 | Composition of Board of Directors. There will be Five Directors comprising Three from the Purchaser and Two from the Seller. |
1.06 Closing. The Closing of the transactions shall take place when both parties have signed this Share Purchase Agreement.
1.07 Delivery by the Seller. The Seller shall deliver the Shares to the Purchaser at closing of proposed transaction, as described in Section 1.03 above. The Trade License of the company shall without delay have 51% share capital in the name of Quality Industrial Corps’ United Arab Emirates owned operating company, QUALITY INDUSTRIES HOLDING LTD, incorporated under ADGM.
1.08 Partners agree to contribute funds for procuring raw material for the first month and the same cannot be withdrawn from the business.
| 2. | RELATED TRANSACTIONS |
2.01 Finders. The Seller and the Purchaser acknowledge, respectively, that there were no finders with respect to the transaction contemplated herein that either is obligated to.
2.02 Other Purchasers. The Seller acknowledges that it has not solicited any other Purchaser to purchase 51% shares of the Company besides the Purchaser. The Seller further acknowledges that there has been no influence exerted over the Seller by any officer or director of the Company regarding the sale of Seller’s Shares.
| 3. | REPRESENTATIONS AND WARRANTIES OF SELLER |
The Seller, individually and jointly, hereby represents and warrants as follows:
3.01 The Shares. Immediately prior to and at the Closing, the Seller shall be the legal and beneficial owner of the 51% shares of Petro Line FZ-LLC and on the Closing, the Seller shall transfer to the Purchaser the 51% shares of the Company, free and clear of all liens, restrictions, encumbrances, covenants or adverse claims of any kind or character.
3.02 Authority. The Seller has the legal power and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by the Seller hereunder and to consummate the transaction contemplated in this Agreement in accordance with Clause 1.06
3.03 Adverse Effect. To the best of the knowledge, information, and belief of the Seller there are no circumstances that may result in any material adverse effect to the Company or the value of the 51% shares that are now in existence or may hereafter arise.
3.04 Affiliate. The Seller is or has not been during the past ninety (90) days, an officer, director, 10% or greater shareholder or "affiliate" of the Company, as that term is defined in Rule 144 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act").
3.05 Fully Diluted; No Preemptive Rights. The Seller does not now, nor will it prior to or on the Closing, own, either directly or indirectly, or exercise direction or control over any common shares or preferred shares of the Company other than the 51% shares to be sold to the Purchaser. No person, firm or corporation has any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement, or option to require the Company to issue any shares in its capital or to convert any securities of the Company or of any other company into shares in the capital of the Company. There are no pre-emptive rights in favor of any person to purchase shares of the Company’s capital stock.
3.06 Title to Assets. The Company has good and marketable title to all of its assets, and such assets are free and clear of any financial encumbrances.
3.07 Cooperation. The Seller agrees to execute and deliver such other documents and to perform such other acts as shall be necessary to effectuate the purposes of this Agreement.
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3.08 Claims. There are no claims threatened or against or affecting the Company nor are there any actions, suits, judgments, proceedings, or investigations pending or, threatened against or affecting the Company, at law or in equity, before or by any Court, administrative agency or other tribunal or any governmental authority or any legal basis for same.
3.09 No Violation. The execution and delivery of this Agreement by the Seller, and the consummation of the transactions contemplated hereby have been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which the Seller is a party or by which the Seller is bound.
3.10 Indebtedness. the Seller is not indebted to the Company and the Company is not indebted to the Seller.
3.11 Disclosure. Seller represents and warrants that it has provided the Purchaser the documents of due diligence requested by Purchaser as part of the fair disclosure and further agrees all material facts, information and documents related the Company and its securities must be disclosed to the Purchaser regardless of whatsoever reasons including the domestic and international judicial proceedings the company is party to. No representation or warranty by the Seller contained in this Agreement, and no statement contained in any instrument, list, certificate, or writing furnished to the Purchaser pursuant to the due diligence provisions hereof or in connection with the transaction contemplated in this Agreement, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading or necessary in order to provide a prospective purchaser with all proper information as to the Company and its affairs.
| 4. | REPRESENTATIONS AND WARRANTIES BY PURCHASER |
Purchaser hereby represents and warrants as follows:
4.01 Authority; No Violation. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby by Purchaser has been duly authorized. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or default under any term or provision of any contract, commitment, indenture, other agreement or restriction of any kind or character to which any of the individual Purchaser is a party or by which any of the individual Purchaser is bound.
| 4.02 | Representations Regarding the Acquisition of the Shares. |
(a) The Purchaser understands the speculative nature and the risks of investments associated with the Company and confirms that it can bear the risk of the investment.
(b) The Purchaser has had the opportunity to ask questions and receive information and documents of the Seller and the related sale transaction and receive additional information about the company the Company or could acquire it without unreasonable effort or expense necessary to evaluate the merits and risks of any such purchase. Further, the Purchaser has been given an opportunity to question the Seller and receive related documentation to the purchase.
(c) In evaluating the merits of the purchase of the Shares of the company the Company, Purchaser has relied solely on his, her or its own investigation concerning the company the Company and has not relied upon any representations provided by the Seller.
| 5. | SURVIVAL OF REPRESENTATIONS |
5.01 Survival of Representations. All representations, warranties, and agreements made by any party in this Agreement or pursuant hereto shall survive the execution and delivery hereof and any investigation at any time made by or on behalf of any party until payment of the third tranche.
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| 6. | ADDITIONAL CONDITIONS TO CLOSING |
| 6.01 | Obligation of Purchaser to Close. The Purchaser shall not be obligated to close this transaction when: |
(a) Purchaser is satisfied, following reasonable investigation, that all the representations of Seller as of the date of execution of this Agreement and as of the date of Closing under this Agreement are true and correct in all material respects.
(b) Purchaser has received to its reasonable satisfactory documentation that the Company’s board of directors has approved of the sale of the Shares of the Company.
(c) Purchaser has received to its reasonable satisfaction a legal opinion from Seller’s legal counsel that the sale of the Shares of the Company is valid, legal, and enforceable and free from any liens, encumbrances, judicial enforcements, and charges.
| (d) | Purchaser has received a certificate of good standing for the Company. |
(e) Purchaser has received document from the Seller listing all known material facts, risks, assessments, actions, deficiencies, or legacy issues of the Company which has a detrimental effect of over $50,000 (Fifty Thousand USD).
(f) Purchaser has received document from the Seller listing all domestic and international judicial proceedings of the Company.
(g) Purchaser has received confirmation that all corporate approvals are in place to appoint board seats, as provided in Section 1.05 of this Agreement; and
(h) Purchaser has received, or Seller hereby promises that it will make available after execution of this Agreement and no later than 60 calendar days after Closing, audited financial statements of the Company by a PCAOB qualified third party independent auditor for the past two completed fiscal years, along with unaudited but reviewed interim financials.
6.02 Obligation of Seller to Close. The Seller shall be obligated to close this transaction unless it is not satisfied, following reasonable investigation, that all the representations of the Purchaser as of the date of execution of this Agreement and as of the date of Closing under this Agreement are true and correct in all material respects.
| 7. | NON-DISCLOSURE; NON-COMPETITION RELATING TO THE BUSINESS; ACCESS TORECORDS. |
7.01 From and after the Closing, Seller, which shall include the officers, directors, and shareholders of Seller, who are signatories to this Agreement as to this Section 7.01, shall not:
(a) for a period of two years from the Closing, in any manner, either directly or indirectly, divulge, disclose, or communicate to any person, except the authorized attorneys, accountants, or representatives of Seller who have a need to know in connection with their respective services for Seller, in any manner whatsoever, any Confidential Information (as defined in this Section).
(b) for a period of two years from and after the Closing, in any manner, either directly or indirectly, as an owner, partner, officer, director, consultant, agent, employee, independent contractor, or equity holder (as applicable) of any person, engage in the business of developing, marketing, distributing, or selling products or services related to the business of the Company or Purchaser, anywhere within the United Arab Emirates.
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(c) for a period of two years from and after the Closing, in any manner, either directly or indirectly, solicit any employee or consultant of the Company or Purchaser to work for any person other than Purchaser or the Company; and
(d) for a period of two years from the Closing, induce or persuade any customer or supplier of the Company or Purchaser to terminate its relationship with Purchaser or the Company, as the case may be, or to enter into any relationship with any other person engaged in the business of developing, marketing, distributing, or selling products or services related to the business of the Company and Purchaser , anywhere within the United Arab Emirates.
(e) For purposes of this Section 7.01, "Confidential Information" means any information not in the public domain concerning any matters affecting or relating to the business of the Company and Purchaser , including, but not limited to, inventions, trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, source code, databases, other original works of authorship, records, ideas and research relating to design, coding, operation, use, installation, or maintenance of computer software or proposed computer software products of the business, any portion of any reports, analyses or other materials generated or used in connection with the business, the prices Seller obtains or has obtained from the sale of, or at which it sells or has sold, its products and services, and listings of any or all of the foregoing, in whatever form, or any other information concerning the business without regard to whether all or any part of the foregoing matter would otherwise be deemed "confidential" or "material," the parties hereto stipulating that, as between them, the same are confidential and material and significantly affect the effective and successful conduct of the business. If any clause or provision of this Section 7.01 be found unenforceable by a court of competent jurisdiction, then such clause or provision shall be deemed to be enforceable to the extent permitted by law and every other clause and provision shall continue in full force and effect. Seller acknowledges that the restraints imposed upon it pursuant to this Section 7.01 are no greater than is reasonably necessary to preserve and protect the assets and legitimate business interests of the Company and Purchaser and that such restraints will not impose undue hardship on Seller, and that a violation of this Section by Seller would irreparably injure the Company and Purchaser. Accordingly, the Company and/or Purchaser may, in addition to pursuing its other remedies, obtain an injunction from any court having jurisdiction of the matter against Seller, as applicable, for any such violation without having to prove the inadequacies of monetary relief and no bond or other security shall be required in connection with such injunction
| 8. | OTHER COVENANTS |
8.1 Cooperation. Seller shall provide QIND with accurate details in writing for all legacy issues pertaining to the Company. Seller also agrees to provide QIND with accurate forecasts in writing on the future performance of the Company (Exhibit 1)
8.2 Full Control. The current management team for the Company will continue to operate, and full operational control will be retained by existing shareholders/management unless the Board of Directors determines otherwise due to a breach of the Shareholders Agreement, ongoing poor performance, or if structural changes are recommended in line with the laws governed by this Agreement, which will be decided and approved by the new Board of Directors.
| 9. | CLOSING DELIVERIES BY SELLER |
9.1 Deliveries by SELLER. Upon the closing as described in section 1.03, the Seller shall deliver to Purchaser the following, in form and substance reasonably satisfactory to Purchaser and its counsel:
(a) Certificates representing the Shares for a 51% ownership in the Company, together with any share powers endorsed in blank and in proper form required for their transfer and accompanied by all requisite share transfer stamps and such other instruments of transfer, conveyance and assignment as required by Purchaser, as may be necessary or appropriate to confirm or carry out the provisions of this Share Purchase Agreement.
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| 10. | MISCELLANEOUS |
10.01 Expenses. Each of the parties shall bear its own expenses incurred in conjunction with the Closing hereunder. Notwithstanding, the information required for the audit for the Company and the expense incurred to appoint a third-party independent auditor will be the joint responsibility of the Company and the Purchaser. Additionally, in the event of a material default by either Seller or Purchaser, the defaulting party agrees to pay the fees incurred by the non-defaulting party, which will pay for the costs of third-party independent legal advisors and legal representations borne by the non-defaulting party for this transaction.
10.02 Further Assurances. From time to time, at the request of the Purchaser and without further consideration, the Seller shall execute and transfer such documents and take such action as the Purchaser may reasonably request to effectively consummate the transactions herein contemplated.
10.03 Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Purchaser. The Company agrees to indemnify and hold harmless the Purchaser and all their officers, directors, employees and agents for loss or damage arising because of or related to any breach or alleged breach by the Company or Seller of any of their respective representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement.
10.04 Parties in Interest. All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the heirs, beneficiaries, representatives, successors, and assigns of the parties hereto.
10.05 Prior Agreements; Amendments. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.
10.06 Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretations of this Agreement.
10.07 Confidentiality. Each party hereby agrees that all information provided by the other party and identified as “confidential” will be treated as such, and the receiving Party, affiliates, associates, representatives, agents, directors, employees, managers, shareholders, and other parties associated with the receiving Party shall not make any use of such information other than with respect to this Agreement. If the Agreement shall be terminated, each party shall return to the other all such confidential information in their possession or will certify to the other party that all such confidential information that has not been returned has been destroyed.
10.08 Notices. All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed (registered or certified mail, postage prepaid, return receipt requested) to the parties at their address specified on the signature page hereto, with a copy sent as indicated on the signature page.
10.09 Counterparts. This Agreement may be executed simultaneously in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
10.10 Applicable Law. Any dispute, difference, controversy, or claim arising out of or in connection with this contract, including (but not limited to) any question regarding its existence, validity, interpretation, performance, discharge, and applicable remedies, shall be governed by laws of the Dubai International Financial Centre and subject to the exclusive jurisdiction of the courts of the Dubai International Financial Centre (DIFC). Each of the parties hereby knowingly, voluntarily, and intentionally waives the right such party may have to a trial by jury in respect of any litigation based hereon or arising out of, under, or in connection with this agreement or any course of conduct, course of dealing, statements (whether verbal or written), or actions of any party. This provision is a material inducement for the parties’ acceptance of this agreement.
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10.11 Survival of Provisions. If any covenant or other provision of this Agreement is invalid, illegal, or incapable of being enforced by reason of any rule of law or public policy, then such covenant or other provision will be severed from and will not affect any other covenant or other provision of this Agreement, and this Agreement will be construed as if such invalid, illegal, or unenforceable covenant or provision had never been contained in this Agreement. All other covenants and provisions of this Agreement will, nevertheless, remain in full force and effect and no covenant or provision will be deemed dependent upon any other covenant or provision unless so expressed herein.
10.12 Specific Performance. The Company and the Seller agree herein that a monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable, and difficult of proof, and further agree that such breach may cause the Purchaser irreparable harm. Accordingly, the Parties hereto agree that the Purchaser may, to the fullest extent permitted by law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific performance, the Purchaser shall not be precluded from seeking or obtaining any other relief to which Indemnitee may be entitled. The Company and the Seller further agree that the Purchaser shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered on the date first above
written.
| PURCHASER: | |
| Quality Industries Corp. | |
By: /s/ John-Paul Backwell | |
| Name: John-Paul Backwell | |
| Title: Managing Director | |
SELLER:
Petro Line FZ-LLC | |
By: /s/ Rami Tabl | |
|
Name: Rami Tabl | |
| Title: |
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Exhibit 1
| Year | Sales USD | EBIDTA USD |
| 2022 | 3,565,163 | 1,533,020.16 |
| 2023 | 3,743,421 | 1,609,671.17 |
| 2024 | 3,930,592 | 1,690,154.73 |
| 2025 | 4,127,122 | 1,774,662.46 |
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