Ilustrato Pictures International Inc 10-Q/A for FY2023 Q2

Ilustrato Pictures International Inc. (ILUS)

10-Q/A 2023-09-13 For: 2023-06-30

Added on April 06, 2026

About this 10-Q/A

Ilustrato Pictures International Inc filed this 10-Q/A on September 13, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $23.55M; up 19.7% from $19.68M a year earlier
Net income: $980.22K; down 13.4% from net income of $1.13M a year earlier

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Nevada		27-2450645
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

		Page
PART I – FINANCIAL INFORMATION

Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4:	Controls and Procedures	8

PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	9
Item 1A:	Risk Factors	9
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3:	Defaults Upon Senior Securities	11
Item 4:	Mine Safety Disclosures	11
Item 5:	Other Information	11
Item 6:	Exhibits	11

	F-1	Consolidated Balance Sheets as of June 30, 2023 (Unaudited) and December 31, 2022;
	F-2	Consolidated Statements of Operations for the three and six months ended June 30, 2023, and 2022 (Unaudited);
	F-3	Consolidated Statement of Stockholders’ Equity for the periods ended June 30, 2023, and 2022 (Unaudited);
	F-4	Consolidated Statements of Cash Flows for the periods ended June 30, 2023, and 2022 (Unaudited); and
	F-5	Notes to consolidated Financial Statements (Unaudited).

		June 30, 2023		Dec 31, 2022
ASSETS
Current Assets
Cash and Cash Equivalents	4		1,868,502		1,478,702
Accounts Receivables	5		83,122,866		60,690,812
Inventory			2,451,531		1,877,905
Inventory (work-in-progress)	6		40,622,080		58,081,202
Other Current Assets	7		16,022,415		17,062,388
Total Current Assets			144,087,394		139,191,009
Long term Investments	8		18,606,444		18,368,326
Right of use of asset	9		11,906,654		11,906,654
Goodwill	10		60,952,347		60,310,468
Tangible Assets	11		20,399,670		21,017,415
Intangible Assets	12		6,352		623,592
Total Non-Current Assets			111,871,466		112,226,454
Total Assets			255,958,861		251,417,462
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities	13
Account Payable			52,473,360		52,141,842
Current lease liability			835,942		836,382
Other Current liabilities			102,335,498		102,059,819
Total Current Liabilities			155,644,800		155,038,043
Non-current liabilities	14
Notes Payable			11,890,524		10,550,000
Non-current lease liability			13,581,728		13,696,729
Other non-current liabilities			14,621,613		16,015,558
Total Non-Current Liabilities			40,093,865		40,262,287
Total Liabilities			195,738,665		195,300,330
Stockholders' Equity
Common Stock: 2,000,000,000 shares authorized, $0.001 par value, 1,444,380,699 and 1,355,230,699 issued and outstanding	15		1,444,381		1,355,230
Preferred Stock: 235,741,000 authorized, $0.001 par value,	15
Class A - 10,000,000 authorized; 10,000,000 issued and outstanding			10,000		10,000
Class B - 100,000,000 authorized; 3,400,000 issued and outstanding			3,400		3,400
Class C - 10,000,000 authorized; 0 issued and outstanding			—		—
Class D - 60,741,000 authorized; 60,741,000 issued and outstanding			60,741		60,741
Class E - 5,000,000 authorized; 3,172,175 issued and outstanding			3,172		3,172
Class F - 50,000,000 authorized; 1,668,250 issued and outstanding			1,668		1,633
Additional Paid-in-capital			21,665,916		20,631,261
Other Comprehensive Income	16		7,065		(20,666	)
Non-Controlling Interest	17		29,674,043		24,386,712
Retained Earnings			6,369,586		5,126,274
Net Income			980,224		4,559,375
Total Stockholders' Equity			60,220,196		56,117,132

Total Liabilities and Stockholders' Equity			255,958,861		251,417,462


	For the Three Months Ended				For the Six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
NET REVENUE		23,545,596		19,677,223		43,355,607		22,690,745
Total Net Revenue		23,545,596		19,677,223		43,355,607		22,690,745
COST OF REVENUE		15,037,359		13,818,072		28,920,458		14,972,514
GROSS PROFIT		8,508,237		5,859,150		14,435,149		7,718,231
Operating Expenses:
General, Selling & Administrative Expenses		4,733,262		4,447,852		8,501,667		5,373,877
Total Operating Expense		4,733,262		4,447,852		8,216,257		5,373,877
PROFIT/ LOSS FROM OPERATIONS		3,774,975		1,411,298		5,933,482		2,344,354
Non- Operating Expenses		2,795,915		616,047		4,043,300		912,467
Non-Operating Income		1,164		337,071		4,704		337,071
NET PROFIT/ LOSS		980,224		1,132,322		1,894,886		1,768,958
BASIC EARNING PER SHARE		0.00		0.00		0.00		0.00
WEIGHTED AVERAGE SHARES OUTSTANDING		1,444,380,699		1,271,530,699		1,444,380,699		1,271,530,699


	STATEMENT OF STOCKHOLDERS' EQUITY

	Common Stock						Preferred Stock - Class A				Preferred Stock - Class B				Preferred Stock - Class D				Preferred Stock - Class E				Preferred Stock - Class F
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Additional Paid in Capital		Accumulated Deficit			Non-Controlling Interest		Total Stockholders' Equity
Balance December 31,2022		1,355,230,699		$	1,355,230			10,000,000		$10,000		3,400,000	$	3,400		60,741,000	$	60,741		3,172,175	$	3,172		1,633,250		$	1,634		$	20,631,261	$	9,664,983		$	24,386,712	$	56,117,132
Common stock issued		63,850,000			63,850			—		—		—		—		—		—		—		—		—			—			484,650		—			—		548,500
Common stock cancelled		(40,000,000	)		(40,000	)		—		—		—		—		—		—		—		—		—			—			—		40,000			—		—
Preferred stock issued		—			—			—		—		—		—		—		—		—		—		35,000			35			2,205		—			—		2,240
Preferred stock cancelled		—			—			—		—		—		—		—		—		—		—		—			—			—		—			—		—
Changes in Retained earnings		—			—			—		—		—		—		—		—		—		—		—			—			—		(1,640,192	)		—		(1,640,192)
Current Quarter Income		—			—			—		—		—		—		—		—		—		—		—			—			—		914,662			—		914,662
Balance March 31, 2023		1,379,080,699			1,379,081			10,000,000		10,000		3,400,000		3,400		60,741,000		60,741		3,172,175		3,172		1,668,250			1,668			21,118,116		8,979,553			25,693,170		57,248,900
Common stock issued		55,300,000			55,300			—		—		—		—		—		—		—		—		—			—			547,800		—			—		603,100
Preferred converted into Common stock		10,000,000			10,000			—		—		—		—		—		—		—		—		—			—			—		—			—		10,000
Preferred stock converted		—			—			—		—		—		—		—		—		—		—		(100,000	)		(100	)		—		—			—		(100)
Preferred stock issued		—			—			—		—		—		—		—		—		—		—		100,000			100			—		—			—		100
Changes in Retainer Earnings		—			—			—		—		—		—		—		—		—		—		—			—			—		(216,412	)		—		(216,412)
Current Quarter Income		—			—			—		—		—		—		—		—		—		—		—			—			—		980,224			—		980,224
Share of profit transferred to Non-Controlling Interest		—			—			—		—		—		—		—		—		—		—		—			—			—		(2,386,489	)		3,980,873		1,594,384
Balance June 30, 2023		1,444,380,699		$	1,444,381			10,000,000	$	10,000		3,400,000	$	3,400		60,741,000	$	60,741		3,172,175	$	3,172		1,668,250		$	1,668		$	21,665,916	$	7,356,876		$	29,674,043	$	60,220,196

	• 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.

Particulars	June 30, 2023		December 31, 2022
Retention Receivable		2,590,611		1,485,780
Loans Advanced		650,715		578,367
Amount due from Related Party		1,794,218		1,794,218
Advance given to Suppliers and sub- Contractors		6,650,725		7,572,440
Statutory Dues Receivables		48,234		46,326
Deposits		1,547,977		1,550,914
Accrual of discounts on Notes		93,958		100,000
Other Receivables		210,000		1,314,832
Directors Current account		2,118,990		2,096,777
Staff Advances		8,358		49,605
Prepayments/ Prepaid Assets		163,616		278,192
Other Misc. Current Assets		145,013		194,938
TOTAL		16,022,415		17,062,388

	•	Advances to Suppliers and sub- Contractors: Advances have been paid to the suppliers in the ordinary course of business for procurement of specialized material and equipment required in the process of manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and pipes.  The Industrial and Manufacturing Division engages in the production of process equipment, pressure vessels, and substantial offshore structures. To undertake these projects, the company is required to make substantial upfront investments in materials and machinery. These projects involve many processes and take a long time to complete.

	•	Loan advanced refers to the amount advanced by a company in the ordinary course of business and includes amount paid for set up of new businesses.

	•	Retention Receivables relates to a percentage of the contract price being retained by the customers for a period of 12 to 18 months (as per contract agreements), for the purpose of repair of damages (if any), that arise as a result of work done on the projects by the Company. These amounts are received at the expiration of the retention period.

	•	Other Receivables represents claims for damages from suppliers.

Particulars	June 30, 2023		December 31, 2022
Investments:
Investment in FB Fire Technology Ltd.		3,172,175		3,172,175
Investment in TVC		20,500		20,500
Capital Advances		4,906,989		1,476,695
Loan to FB Fire Technologies Ltd		—		1,678,995
Investment in Dear Cashmere Holding Co.		12,000,000		12,000,000
TOTAL		18,606,444		18,368,326

Item		Years
Buildings, related improvements & land improvements		5-25
Machinery & Equipment		3-15
Computer hardware & software		3-10
Furniture & Fixtures		3-15

Property, plant and equipment	Plant & Machinery		Leasehold Improvements & Building		Furniture, Fixtures & Office Equipment		Vehicles		Computer and Computer Equipment		Capital work in Progress		Total
As of December 31, 2021		106,528		22,158		30,126		2,725		42,774		—		204,311
Additions during the year		—		—		34,833		67,601		—		—		644,954
Additions on account of acquisition of Subsidiary		25,427,300		27,086,143		5,741,179		1,668,183		—		1,884,569		61,807,374
As at December 31, 2022		25,533,828		27,108,301		5,806,138		1,738,509		42,774		1,884,569		62,656,639
Additions during H1 2023		929,642		313						(5,630)		(217,060)		707,265
June 30,2023		26,463,470		27,108,614		5,806,138		1,738,509		37,144		1,667,509		63,363,904
Accumulated depreciation of the assets acquired as a result of acquisition of subsidiary
As at December 31, 2020		21,416,058		7,542,546		5,251,799		1,743,458		—		—		35,953,861
Charge for the year		1,633,889		1,071,089		167,975		1,770		—		—		2,874,723
Eliminated on disposal during the year		—		—		—		(77,636)		—		—		(77,636)
As at December 31, 2021		23,049,947		8,613,635		5,419,774		1,667,592		—		—		38,750,948
Charge for the year		1,064,079		1,104,344		165,035		591		11,707		—		2,345,756
As at December 31, 2022		24,114,026		9,717,979		5,584,809		1,668,183		11,707		0		41,096,704
Carrying value as at December 31, 2022		1,419,802		17,390,322		221,329		70,326		31,067		1,884,569		21,017,415
Charge for Half year H1 2023		1,013,913		243,436		53,074		11,904		2,683		—		1,325,010
Carrying value as at June 30,2023		1,335,531		17,147,199		168,255		58,422		22,754		1,667,509		20,399,670

Statement of Comprehensive Income Statement	Q2 2023
Net Income		980,224
Other comprehensive Income /(loss), net of tax
Foreign currency translation adjustments		27,731
Comprehensive Income		1,007,955

	•	On April 12, 2023, 100,000 Preferred F shares were converted into 10,000,000 common shares.

	•	On April 12, 2023, 100,000 Preferred F shares were issued to John-Paul Backwell as staff compensation.


	For the Six Months Ended
	June 30, 2023			June 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss/ Profit		1,894,886			1,768,958
Adjustment to reconcile net gain (loss) to net cash
Non- Cash non- operating Expenses		2,245,598			156,402
Depreciation		1,325,010			576,967
Finance cost		2,385,596			618,565
Discount on convertible Notes		135,944			137,500
Changes in Assets and Liabilities, net
Current Assets		(4,006,586	)		(21,564,311	)
Other Current Liabilities		606,757			15,816,779
Net cash (used In) provided by operating activities		3,980,448			(2,489,140	)

CASH FLOWS FROM INVESTING ACTIVITIES
Addition/ Disposal of Fixed Assets		(707,206	)		638,492
Changes in Non-current assets		(238,118	)		(2,717,090	)
Changes in Non- Current Liabilities		(1,508,946	)		711,286
Net cash (used In) provided by investing activities		(2,454,330	)		(1,367,312	)

CASH FLOWS FROM FINANCING ACTIVITIES
Funds raised through notes		2,822,568			5,000,000
Finance cost		(2,340,898	)		(408,772	)
Discount on convertible Notes		(135,944	)		(137,500	)
Note converted		(1,482,044	)		(500,000	)
Net cash (used in) provided by financing activities		(1,136,318	)		3,953,728

Net change in cash, cash equivalents and restricted cash		389,800			97,276
Cash, cash equivalents and restricted cash, beginning of the year		1,478,702			176,668
Cash, cash equivalents and restricted cash, end of the year		1,868,502			273,944

Exhibit Number		Description of Exhibit

4.1		Forbearance Agreement, dated May 3, 2023, with Discover Growth Fund LLC (1)
4.2		Amended Stock Purchase Agreement, dated May 8, 2023, with AJB Capital Investments, LLC (1)
4.3		Amended Stock Purchase Warrant, dated May 12, 2023, with AJB Capital Investments, LLC (1)
4.4		Stock Purchase Agreement, dated June 30, 2023, with Exchange Listing LLC (2)
10.1		Convertible Promissory Note, dated April 11, 2023, with 1800 Diagonal Lending LLC (1)
10.2		Convertible Promissory Note, dated April 11, 2023, with 1800 Diagonal Lending LLC (1)
10.3		Convertible Promissory Note, dated April 12, 2023, with RB Capital Partners Inc (1)
10.4		Convertible Promissory Note, dated May 2, 2023 with RB Capital Partners Inc. (1)
10.5		Amended Convertible Promissory Note, dated May 12, 2023, with AJB Capital Investments, LLC (1)
10.6		Convertible Promissory Note, dated May 30, 2023, with RB Capital Partners Inc. (1)
10.7		Convertible Promissory Note, dated May 30, 2023, with RB Capital Partners Inc. (1)
10.8		Convertible Promissory Note, dated June 21, 2023, with 1800 Diagonal Lending LLC (2)
10.9		Convertible Promissory Note, dated July 3, 2023, with RB Capital Partners Inc. (3)
10.10		Convertible Promissory Note, dated July 26, 2023, with RB Capital Partners Inc. (2)
31.1*		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, formatted in Extensible Business Reporting Language (XBRL).

*Provided herewith

	(1)	Incorporated by reference to the Registration Statement on Form 10/A filed with the Securities and Exchange Commission on June 27, 2023
	(2)	Incorporated by reference to the Form 10-Q filed with the Securities and Exchange Commission on August 21, 2023

Ilustrato Pictures International Inc.

Date:	September 13, 2023

By:	/s/ Nicolas Link
	Nicolas Link
Title:	Chief Executive Officer (principal executive)

By:	/s/ Krishnan Krishnamoorthy
	Krishnan Krishnamoorthy
Title:	Chief Financial Officer (principal accounting, and financial officer)

1.	I have reviewed this Amended Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023, of Ilustrato Pictures International Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

	Ilustrato Pictures International Inc.

Dated: September 13, 2023	By:	/s/ Nicolas Link
		Nicolas Link
		Chief Executive Officer (principal executive)

	Ilustrato Pictures International Inc.
Dated: September 13, 2023
	By:	/s/ Krishnan Krishnamoorthy
		Krishnan Krishnamoorthy
		Chief Financial Officer (principal accounting, and financial officer)

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.