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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-Q



| | ☒ | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2023



| | ☐ | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
| | - | --------------------------------------------------------------------------------



For the transition period from __________ to__________



Commission File Number: 000-56239



Ilustrato Pictures International, Inc.

(Exact name of registrant as specified in its charter)



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



26 Broadway, Suite 934

New York, NY 10004

(Address of principal executive offices)



917-522-3202

(Registrant’s telephone number)

____________

(Former name, former address and former fiscal year,
if changed since last report)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [  ] No



Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)
during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [  ]
No



Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.



| | Large accelerated filer | ☐                       | Accelerated filer         | ☐
| | ----------------------- | ----------------------- | ------------------------- | -
| | Non-accelerated filer   | ☒                       | Smaller reporting company | ☒
| |                         | 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. [  ]



Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No



Securities registered pursuant to Section 12(b) of the Act: None



State the number of shares outstanding of each of the issuer’s classes
of common stock, as of the latest practicable date: 1,519,171,409 common shares as of August 21, 2023






Table of Contents






TABLE OF CONTENTS



|                               |                                                                                       | 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  





2


Table of Contents






PART I - FINANCIAL INFORMATION



Item 1. Financial Statements



Our financial statements included in this Form 10-Q are as follows:



| | 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).                                                      



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 June 30, 2023, are not necessarily indicative of the results that can be expected for the full year.



3


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ILUSTRATO PICTURES INTERNATIONAL INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



|                                                                                                      |  |  |    | June 30, 2023 |  | Dec 31, 2022
|----------------------------------------------------------------------------------------------------- |  |  | -- | ------------- |  | ------------
|ASSETS                                                                                                |  |  |    |               |  |             
|Current Assets                                                                                        |  |  |    |               |  |             
|Cash and Cash Equivalents                                                                             |  |  | 4  |               |  |             
|Accounts Receivables                                                                                  |  |  | 5  |               |  |             
|Inventory                                                                                             |  |  |    |               |  |             
|Inventory (work-in-progress)                                                                          |  |  | 6  |               |  |             
|Other Current Assets                                                                                  |  |  | 7  |               |  |             
|Total Current Assets                                                                                  |  |  |    |               |  |             
|Long term Investments                                                                                 |  |  | 8  |               |  |             
|Right of use of asset                                                                                 |  |  | 9  |               |  |             
|Goodwill                                                                                              |  |  | 10 |               |  |             
|Tangible Assets                                                                                       |  |  | 11 |               |  |             
|Intangible Assets                                                                                     |  |  | 12 |               |  |             
|Total Non-Current Assets                                                                              |  |  |    |               |  |             
|Total Assets                                                                                          |  |  |    |               |  |             
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                  |  |  |    |               |  |             
|Current Liabilities                                                                                   |  |  | 13 |               |  |             
|Account Payable                                                                                       |  |  |    |               |  |             
|Current lease liability                                                                               |  |  |    |               |  |             
|Other Current liabilities                                                                             |  |  |    |               |  |             
|Total Current Liabilities                                                                             |  |  |    |               |  |             
|Non-current liabilities                                                                               |  |  | 14 |               |  |             
|Notes Payable                                                                                         |  |  |    |               |  |             
|Non-current lease liability                                                                           |  |  |    |               |  |             
|Other non-current liabilities                                                                         |  |  |    |               |  |             
|Total Non-Current Liabilities                                                                         |  |  |    |               |  |             
|Total Liabilities                                                                                     |  |  |    |               |  |             
|Stockholders' Equity                                                                                  |  |  |    |               |  |             
|Common Stock: 2,000,000,000 shares authorized, $0.001 par value, 1,444,380,699 issued and outstanding |  |  | 15 |               |  |             
|Preferred Stock: 235,741,000 authorized, $0.001 par value,                                            |  |  | 15 |               |  |             
|Class A - 10,000,000 authorized; 10,000,000 issued and outstanding                                    |  |  |    |               |  |             
|Class B - 100,000,000 authorized; 3,400,000 issued and outstanding                                    |  |  |    |               |  |             
|Class C - 10,000,000 authorized; 0 issued and outstanding                                             |  |  |    |               |  |             
|Class D - 60,741,000 authorized; 60,741,000 issued and outstanding                                    |  |  |    |               |  |             
|Class E - 5,000,000 authorized; 3,172,175 issued and outstanding                                      |  |  |    |               |  |             
|Class F - 50,000,000 authorized; 1,668,250 issued and outstanding                                     |  |  |    |               |  |             
|Additional Paid-in-capital                                                                            |  |  |    |               |  |             
|Other Comprehensive Income                                                                            |  |  | 16 |               |  |             
|Non-Controlling Interest                                                                              |  |  | 17 |               |  |             
|Retained Earnings                                                                                     |  |  |    |               |  |             
|Net Income                                                                                            |  |  |    |               |  |             
|Total Stockholders' Equity                                                                            |  |  |    |               |  |             
|                                                                                                      |  |  |    |               |  |             
|Total Liabilities and Stockholders' Equity                                                            |  |  |    |               |  |             



The accompanying notes are an integral part of these
unaudited consolidated financial statements.





F-1


Table of Contents




ILUSTRATO PICTURES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

|                                           |  |                            |               |                          |  |               |               |               |  |  |               |  |  |  |               | 
|------------------------------------------ |  | -------------------------- | ------------- | ------------------------ |  | ------------- | ------------- | ------------- |  |  | ------------- |  |  |  | ------------- | 
|                                           |  | 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 | 





The accompanying notes are an integral part of
these unaudited consolidated financial statements.





F-2


Table of Contents




ILUSTRATO PICTURES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)



|                                          |  |                                   |               |                               |  |                               |           |                               |  |                               |            |                               |  |        |         |        |  |        |           |        |  |        |       |        |  |                                |            |                         |  |                              |        |                                |  |  |           |  |  |   |       |  |  |  |           |   |  |   |       |   |  |   |            |  |  |   |            |   |  |   |            |  |  |   |            
|----------------------------------------- |  | --------------------------------- | ------------- | ----------------------------- |  | ----------------------------- | --------- | ----------------------------- |  | ----------------------------- | ---------- | ----------------------------- |  | ------ | ------- | ------ |  | ------ | --------- | ------ |  | ------ | ----- | ------ |  | ------------------------------ | ---------- | ----------------------- |  | ---------------------------- | ------ | ------------------------------ |  |  | --------- |  |  | - | ----- |  |  |  | --------- | - |  | - | ----- | - |  | - | ---------- |  |  | - | ---------- | - |  | - | ---------- |  |  | - | -----------
|                                          |  | 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  | ) |  |   | —          |  |  |   | —          |   |  |   | —          |  |  |   | (100,000)  
|Preferred
    stock issued                |  |                                   | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —       |        |  |        | —         |        |  |        | —     |        |  |                                | —          |                         |  |                              | —      |                                |  |  | —         |  |  |   | —     |  |  |  | 100,000   |   |  |   | 100   |   |  |   | —          |  |  |   | —          |   |  |   | —          |  |  |   | 100,000    
|Changes
    in Retainer Earnings          |  |                                   | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —       |        |  |        | —         |        |  |        | —     |        |  |                                | —          |                         |  |                              | —      |                                |  |  | —         |  |  |   | —     |  |  |  | —         |   |  |   | —     |   |  |   | —          |  |  |   | (289,328   | ) |  |   | —          |  |  |   | (289,328)  
|Current
    Quarter Income                |  |                                   | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —       |        |  |        | —         |        |  |        | —     |        |  |                                | —          |                         |  |                              | —      |                                |  |  | —         |  |  |   | —     |  |  |  | —         |   |  |   | —     |   |  |   | —          |  |  |   | (1,341,112 | ) |  |   | —          |  |  |   | (1,341,112)
|Non-Controlling
    Interest              |  |                                   | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —       |        |  |        | —         |        |  |        | —     |        |  |                                | —          |                         |  |                              | —      |                                |  |  | —         |  |  |   | —     |  |  |  | —         |   |  |   | —     |   |  |   | —          |  |  |   | —          |   |  |   | 3,980,873  |  |  |   | 3,980,873  
|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 |  |  | $ | 7,349,113  |   |  | $ | 29,674,043 |  |  | $ | 60,212,433 















|                                                |  | 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
|Balance Dec 31, 2021                            |  |                  | 1,243,530,699 |                               |  | $                             | 1,243,530 |                               |  |                               | 10,000,000 |                               |  | $      | 10,000 |        |  |        | 2,200,000 |        |  | $     
|Shares issued                                   |  |                  | 70,000,000    |                               |  | $                             | 70,000    |                               |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Current quarter income                          |  |                  | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Balance Mar 31, 2022                            |  |                  | 1,313,530,699 |                               |  | $                             | 1,313,530 |                               |  |                               | 10,000,000 |                               |  | $      | 10,000 |        |  |        | 2,200,000 |        |  | $     
|Common
    stock converted into Preferred B     |  |                  | (120,000,000  | )                             |  | $                             | (120,000  | )                             |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Preferred
    Stock Converted to Common Stock   |  |                  | 25,000,000    |                               |  |                               | (25,000   | )                             |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Convertible
    notes converted to common stock |  |                  | 53,000,000    |                               |  |                               | (53,000   | )                             |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Common
    stock converted into Preferred       |  |                  | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —      |        |  |        | 1,200,000 |        |  | $     
|Preferred
    Stock Converted to Common Stock   |  |                  | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Changes
    in Add Capital                      |  |                  | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Current
    quarter income                      |  |                  | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Changes
    in Retained Earnings                |  |                  | —             |                               |  |                               | —         |                               |  |                               | —          |                               |  |        | —      |        |  |        | —         |        |  |       
|Balance
    June 30, 2022                       |  |                  | 1,271,530,699 |                               |  | $                             | 1,271,531 |                               |  |                               | 10,000,000 |                               |  | $      | 10,000 |        |  |        | 3,400,000 |        |  | $     



The accompanying notes are an integral part of these
unaudited consolidated financial statements.



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ILUSTRATO PICTURES INTERNATIONAL INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

|                                                                      |  |                          |            |                  
|--------------------------------------------------------------------- |  | ------------------------ | ---------- | -----------------
|                                                                      |  | For the Six Months Ended
|                                                                      |  | June
    30, 2023        |            | June
    30, 2022
|CASH
    FLOWS FROM OPERATING ACTIVITIES                              |  |                          |            |                  
|Net
    Loss/ Profit                                                  |  |                          | 1,894,886  |                  
|Adjustment
    to reconcile net gain (loss) to net cash               |  |                          |            |                  
|Non-
    Cash non- operating Expenses                                 |  |                          | 2,245,598  |                  
|Depreciation                                                          |  |                          | 1,325,010  |                  
|Finance
    cost                                                      |  |                          | 2,385,596  |                  
|Discount
    on convertible Notes                                     |  |                          | 135,944    |                  
|Changes
    in Assets and Liabilities, net                            |  |                          |            |                  
|Current
    Assets                                                    |  |                          | (4,006,586 | )                
|Other
    Current Liabilities                                         |  |                          | 606,757    |                  
|Net
    cash (used In) provided by operating activities               |  |                          | 3,980,448  |                  
|                                                                      |  |                          |            |                  
|CASH
    FLOWS FROM INVESTING ACTIVITIES                              |  |                          |            |                  
|Addition/
    Disposal of Fixed Assets                                |  |                          | (707,206   | )                
|Changes
    in Non-current assets                                     |  |                          | (238,118   | )                
|Changes
    in Non- Current Liabilities                               |  |                          | (1,508,946 | )                
|Net
    cash (used In) provided by investing activities               |  |                          | (2,454,330 | )                
|                                                                      |  |                          |            |                  
|CASH
    FLOWS FROM FINANCING ACTIVITIES                              |  |                          |            |                  
|Funds
    raised through notes                                        |  |                          | 2,822,568  |                  
|Finance
    cost                                                      |  |                          | (2,340,898 | )                
|Discount
    on convertible Notes                                     |  |                          | (135,944   | )                
|Note
    converted                                                    |  |                          | (1,482,044 | )                
|Net
    cash (used in) provided by financing activities               |  |                          | (1,136,318 | )                
|                                                                      |  |                          |            |                  
|Net
    change in cash, cash equivalents and restricted cash          |  |                          | 389,800    |                  
|Cash,
    cash equivalents and restricted cash, beginning of the year |  |                          | 1,478,702  |                  
|Cash,
    cash equivalents and restricted cash, end of the year       |  |                          | 1,868,502  |                  



The accompanying notes are an integral part of
these unaudited consolidated financial statements.



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ILUSTRATO PICTURES INTERNATIONAL INC.

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 June3, 2016. The merger is designed as a reversesubsidiary merger pursuant to Section 368(a)(2)(E) of the Internal Revenue Code. That is, upon closing, Cache CabinetryLLC 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 willbe the surviving corporation in itsmerger with the wholly ownedsubsidiary 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 (FirebugGroup – U.A.E.) was incorporated on May8, 2017. ILUS acquired 100% of thiscompany on January 26, 2021, undera signed Share Purchase Agreement. This company is engagedin the business of research and development of firefighting technologies as well as the manufacturing firefighting equipment and firefighting vehicles for its customersin the Middle East, Asia, and Africa.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | i) | Georgia Fire & Rescue Supply LLC (GeorgiaFire) was incorporated on the January 21, 2003. ILUS acquired 100% of this company on March 31, 2022, undera signed Share Purchase Agreement.This companyis 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 (BCDFire) was incorporated on March 18, 2014. ILUS acquired100% of this company on April 13, 2021, in connectiona signed Share Purchase Agreement.This companyis engaged in the business of sales, distribution, installation and maintenance of Fire Protection and Securitysystems.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | k) | BullHead Products Inc. was incorporated on June8, 2007. ILUS acquired 100% of this company on January 1, 2022, under a signed Share Purchase Agreement.This company is engagedin the business of manufacturing of aluminum truck beds and brush truckskid units for firefighting purposes including wildland firefighting.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | l) | Emergency Response Technologies, Inc. This company was incorporated by ILUS onFebruary 22, 2022, as the company’s Emergency Response Subsidiary. This company is engagedin 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 engagedin 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 March1, 2022. The companyis 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, undera signed Share Purchase Agreement.This companyis engagedin 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 InternationalCo LtdFCZ and other future acquisitions.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | p) | AL SholaAl Modea Safety and Security LLC is a fire safety companyregistered in the United Arab Emirates. The companyhas signed a Share Purchase Agreement to acquire 51% control of AL SholaAl Modea Safety and Security LLC (ASSS) on December 13, 2022.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | q) | Quality InternationalCo LtdFCZ is a United Arab Emirates registered process manufacturing and engineering company. It manufacturescustom 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 January18, 2023, to acquirea 52% interestin Quality InternationalCo Ltd FCZ.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 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 ofILUS
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-companyaccounts 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:



| | 1. | ILUS International UK
| | -- | ---------------------



| | 2. | Firebug Mechanical Equipment LLC
| | -- | --------------------------------



| | 3. | Bull Head products Inc.
| | -- | -----------------------



| | 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
| | -- | -----------------------------------------



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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.



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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 ata level management believesis 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 paymentsto employees in accordance with ASC 718,
“Stock Compensation” (“ASC 718”). Stock-based paymentsto 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 periodis 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 periodsif actual forfeitures
differ from those estimates. The term “forfeiture”is distinct from
“cancellations” or “expirations” and represents only the unvested
portion of the surrenderedstock 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 awardsis generally recognized on a straight-linebasis 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 computedby dividing income (loss) available to shareholdersby 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 outstandingif the
potential shares had been issued andif the
additional shares were dilutive.



Organizationand
Offering Cost



The Companyhas a policy to expense organization and offering costs as incurred.



Cashand
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 ofCredit 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.



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Business segment



ASC 280, “Segment
Reporting” requires use ofthe “management
approach” model for segments reporting.The management
approach model is based on the way a
company’s management organizes segmentswithin 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-linebasis
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 determinedthat 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 Companycurrently 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.



RoundingOff



Figures are
rounded off to the nearest $, except value of EPS andnumber 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 $1,868,502 in cash and cash equivalents as of June 30, 2023, and $1,478,702 as of December 31, 2022,
respectively.



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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                   |  | June 30, 2023 |            | December 31, 2022
|----------------------------- |  | ------------- | ---------- | -----------------
|Retention Receivable          |  |               | 2,590,611  |                  
|Loans Advanced                |  |               | 2,659,376  |                  
|Amount due from Related Party |  |               | 1,794,218  |                  
|Advance given to Suppliers    |  |               | 6,612,608  |                  
|Statutory Dues Receivables    |  |               | 48,234     |                  
|Deposits                      |  |               | 1,547,977  |                  
|Accrual of discounts on Notes |  |               | 93,958     |                  
|Prepayments/ Prepaid Assets   |  |               | 154,650    |                  
|Other Misc. Current Assets    |  |               | 520,783    |                  
|TOTAL                         |  |               | 16,022,415 |                  



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.



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.



Related party Advances:



As of
June 30, 2023, the Company’s subsidiary QIND had amounts due from Gerab National Enterprises (L.L.C) a shareholder of Quality International,
of $1,794,218.



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NOTE 8. LONG TERM INVESTMENTS



|Particulars                             |  | June 30, 2023 |            | December 31, 2022
|--------------------------------------- |  | ------------- | ---------- | -----------------
|Investments:                            |  |               |            |                  
|Investment in FB Fire Technology Ltd.   |  |               | 1,678,955  |                  
|Investment in TVC                       |  |               | 20,500     |                  
|Capital Advances                        |  |               | 4,906,989  |                  
|Investment in Dear Cashmere Holding Co. |  |               | 12,000,000 |                  
|TOTAL                                   |  |               | 18,606,444 |                  



The company received 10,000,000
shares of Common stock in Dear Cashmere Holding Co on May 21, 2021, as compensation for services to provided DRCR such as but not limited
to, free rent in Al Marsa Street 66, 11th Floor, Office 1105, Dubai, free use of inhouse accounting, IT and legal team from 2021 until
December 31, 2023. Capital advances represents 3,172,175 number of Class E Preferred Stock issued, in advance, at $1 per share amounting
$3,172,175 to the shareholders of FB Fire Technologies Ltd. for acquisition of FB Fire Technologies Ltd.



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., Nicolas 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.  Goodwill accounted in the books is primarily a result of
acquisitions, representing the excess of the purchase price over the fair value of the tangible net assets acquired.



The Company accounts for business combinations by estimating the fair value
of consideration paid for acquired businesses and assigning that amount to the fair values of assets acquired and liabilities assumed,
with the remainder assigned to goodwill. If the fair value of assets acquired and liabilities assumed exceeds the fair value of consideration
paid, a gain on bargain purchase is recognized. The estimates of fair values are determined utilizing customary valuation procedures and
techniques, which require us, among other things, to estimate future cash flows and discount rates. Such analyses involve significant
judgments and estimations.



The Company follows the guidance prescribed in Accounting Standards Codification
(“ASC”) 350, Goodwill and Other Intangible Assets, to test goodwill and intangible assets for impairment annually if
an event occurs or circumstances change which indicates that its carrying amount may not exceed its fair value.





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NOTE 11. TANGIBLE ASSETS

|Particulars                      |  | June 30, 2023 |            | December 31, 2022
|-------------------------------- |  | ------------- | ---------- | -----------------
|Tangible Assets:                 |  |               |            |                  
|Land and Building                |  |               | 17,147,199 |                  
|Plant and machinery              |  |               | 1,335,531  |                  
|Furniture, Fixtures and Fittings |  |               | 168,255    |                  
|Vehicles                         |  |               | 58,422     |                  
|Computer and computer Equipment  |  |               | 22,754     |                  
|Capital WIP                      |  |               | 1,667,509  |                  
|TOTAL                            |  |               | 20,399,670 |                  





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:



|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    |                          |  |      
|Additions during the year                                                                |  |                   | —          |                                   |  |                                        | —          |          |  |                                 | 34,833    |                          |  |      
|Additions on account of acquisition of Subsidiary                                        |  |                   | 25,427,300 |                                   |  |                                        | 27,086,143 |          |  |                                 | 5,741,179 |                          |  |      
|As at December 31, 2022                                                                  |  |                   | 25,533,828 |                                   |  |                                        | 27,108,301 |          |  |                                 | 5,806,138 |                          |  |      
|Additions during H1 2023                                                                 |  |                   | 929,642    |                                   |  |                                        | 313        |          |  |                                 |           |                          |  |      
|June 30,2023                                                                             |  |                   | 26,463,470 |                                   |  |                                        | 27,108,614 |          |  |                                 | 5,806,138 |                          |  |      
|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 |                          |  |      
|Charge for the year                                                                      |  |                   | 1,633,889  |                                   |  |                                        | 1,071,089  |          |  |                                 | 167,975   |                          |  |      
|Eliminated on disposal during the year                                                   |  |                   | —          |                                   |  |                                        | —          |          |  |                                 | —         |                          |  |      
|As at December 31, 2021                                                                  |  |                   | 23,049,947 |                                   |  |                                        | 8,613,635  |          |  |                                 | 5,419,774 |                          |  |      
|Charge for the year                                                                      |  |                   | 1,064,079  |                                   |  |                                        | 1,104,344  |          |  |                                 | 165,035   |                          |  |      
|As at December 31, 2022                                                                  |  |                   | 24,114,026 |                                   |  |                                        | 9,717,979  |          |  |                                 | 5,584,809 |                          |  |      
|Carrying value as at December 31, 2022                                                   |  |                   | 1,419,802  |                                   |  |                                        | 17,390,322 |          |  |                                 | 221,329   |                          |  |      
|Charge for Half year H1 2023                                                             |  |                   | 1,013,913  |                                   |  |                                        | 243,436    |          |  |                                 | 53,074    |                          |  |      
|Carrying value as at June 30,2023                                                        |  |                   | 1,335,531  |                                   |  |                                        | 17,147,199 |          |  |                                 | 168,255   |                          |  |      











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.



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NOTE 12. INTANGIBLE ASSETS





|Particulars         |  | June 30, 2023 |       | December 31, 2022
|------------------- |  | ------------- | ----- | -----------------
|Intellectual Rights |  |               | —     |                  
|Website             |  |               | 6,112 |                  
|Trademarks          |  |               | 240   |                  
|TOTAL               |  |               | 6,352 |                  







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                            |  | June 30, 2023 |             | December 31, 2022
|-------------------------------------- |  | ------------- | ----------- | -----------------
|Credit Cards                           |  |               | 7,228       |                  
|Payable to subsidiaries                |  |               | 81,404,000  |                  
|Short Term Bank Borrowings             |  |               | 18,911,641  |                  
|Tax Payable                            |  |               | 18,191      |                  
|Provision for Expenses                 |  |               | 1,328,904   |                  
|Accrued Interest for Convertible Notes |  |               | 77,093      |                  
|Other short-term loan                  |  |               | 101,141     |                  
|Payroll Liability                      |  |               | 328,116     |                  
|Misc. liabilities                      |  |               | 159,184     |                  
|TOTAL                                  |  |               | 102,335,498 |                  



|As of June 30, 2023, loan payable – Payable to subsidiaries amounting
to $81,404,000 is the liability of the company on account of its acquisition of subsidiaries. The Major portion of $80.5 million is payable
in tranches to Quality International as a part of purchase consideration. Other amounts include payment to other subsidiaries, Al Shola
Modea Safety and Security LLC, Georgia Fire and Bull head products Inc.

    Borrowings amounting to $18,911,641, is the current portion of bank borrowings,
    which correspond to our subsidiary Quality International. As per the applicable accounting standards, Borrowings from financial institutions
    have been bifurcated into current and non-Current liabilities.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



NOTE 14. NON – CURRENT LIABILITIES

|Particulars                            |  | June 30, 2023 |            | December 31, 2022
|-------------------------------------- |  | ------------- | ---------- | -----------------
|Provision for Convertible Notes        |  |               | 1,155,338  |                  
|Borrowings from Financial Institutions |  |               | 10,761,062 |                  
|Interest On Convertible Notes          |  |               | 658,265    |                  
|Employees’ End of Service Benefits     |  |               | 1,938,218  |                  
|Defined Benefit Obligation (Gratuity)  |  |               | 108,730    |                  
|TOTAL                                  |  |               | 14,621,613 |                  



The borrowings from financial institutions amounting to $10,761,062 belong
to our subsidiary, Quality International. These terms loans were acquired from commercial banks in the UAE for the purchase of machinery
and equipment. These term loans carry financing costs at commercial rates plus 1 to 3-month EIBOR per annum.



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Options and Warrants



In accordance with ASC 470, detachable
warrants issued are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of
the warrants themselves at the time of issuance, the portion of the proceeds assigned to the warrants credited to paid-in capital, and
the remainder to the debt instrument.



On February 4, 2022, a Common Share Purchase Warrant
was issued to Discover Growth Fund, LLC, of the $2,000,000 convertible promissory note of even date herewith (the “Note”),
, Holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time
on or after the date of issuance hereof, to purchase from the Company, 20,000,000 of the Company’s common shares (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise
Price of $0.275, per share then in effect.



On December 2, 2022, we issued a common stock purchase
warrant to AJB Capital Investment LLC for the $1,200,000 convertible promissory note. The holder is entitled, upon the terms and subject
to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase
from the Company, 30,000,000 of the Company’s common shares (the “Warrant Shares”) (whereby such number may be adjusted
from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. The Warrant was
later amended on March 8, 2023, and May 12, 2023.



On January 26, 2023, we issued a common stock
purchase warrant to Jefferson Street Capital for the $100,000 convertible promissory note. The holder is entitled, upon the terms
and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance
hereof, to purchase from the Company, 650,000 of the Company’s common shares (the “Warrant Shares”) (whereby such
number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then
in effect.



On June 30, 2023, we issued a common stock purchase
warrant to Exchange Listing. The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 200,000 of the Company’s common shares
(the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this
Warrant) at the Exercise Price per share then in effect



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.





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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 June 30, 2023, the number of shares outstanding of our Common Stock was 1,444,380,699.



Common Stock
issuances during the six months ended June 30, 2023.



On February 18, 2023, we cancelled
40,000,000 shares of common stock with Ambrose & Keith Ltd.



On March 17, 2023, we issued
10,000,000 shares of common stock as commitment shares to AJB Capital Investment LLC for an aggregate price of $421,000.



On March 21, 2023, we issued 53,850,000
shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible note for an aggregate price of $538,500



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.



On May 12, 2023, we issued 2,000,000
shares of common stock as commitment shares to AJB Capital Investment LLC for an aggregate price of $80,000.



On June 1, 2023, we issued 53,300,000
shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible note for an aggregate price of $533,000.



EARNING PER SHARE

|                                                      |                |                  
|----------------------------------------------------- | -------------- | -----------------
|Particulars                                           | June 30, 2023  | December 31, 2022
|Basic EPS                                             |                |                  
|Numerator                                             |                |                  
|Net income / (loss)                                   | 2,588,227      | 4,559,375        
|Net Income attributable to common stockholders        | $ 2,588,227    | $ 4,559,375      
|Denominator                                           |                |                  
|Weighted average shares outstanding                   | 1,444,380,699  | 1,355,230,699    
|Number of shares used for basic EPS computation       | 1,444,380,699  | 1,355,230,699    
|Basic EPS                                             | $ 0.00         | $ 0.00           
|Diluted EPS                                           |                |                  
|Numerator                                             |                |                  
|Net income / (loss)                                   | 2,588,227      | 4,559,375        
|Net Income attributable to common stockholders        | $ 2,588,227    | $ 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     | 32,077,294,830 | 31,979,922,480   
|Diluted EPS                                           | $ 0.00         | $  0.00          



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NOTE 16. OTHER COMPREHENSIVE INCOME



|Statement of Comprehensive Income Statement    |  | Q2 2023
|---------------------------------------------- |  | -------
|Net Income                                     |  |        
|Other comprehensive Income /(loss), net of tax |  |        
|Foreign currency translation adjustments       |  |        
|Comprehensive Income                           |  |        



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 June 30, 2023. 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 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 $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 July 11, 2024.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On August 10, 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 August 09, 2024.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On August 25, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $200,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on August 24, 2024.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | • | 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 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 July 26, 2023.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | 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 3, 2023, the company The Company signed a Forbearance Agreement with Discover Growth
                                            Fund for the original note dated February 4, 2022. The Company shall make monthly minimum
                                            loan payments to Discover Growth Fund of $450,000 commencing on May 30, 2023, and on the
                                            5th day of each month thereafter, until the Note is paid in full.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | On May 30, 2023, the company entered into a convertible note with RB Capital
Partners Inc., for the amount of $200,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per
annum. The note matures on May 30, 2025.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On May 30, 2023, the company entered into a convertible note with RB Capital
Partners Inc., for the amount of $450,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per
annum. The note matures on May 30, 2025.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On June 21, 2023, the company entered into a note payable of $61,868 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 30, 2024.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





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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 July 03, 2023, the company
entered into a convertible note with RB Capital Partners Inc., for the amount of $475,000. The note is convertible into common stock at
the rate of $0.50 and bears a 5% interest per annum. The note matures on July 3, 2025



On July 14, 2023, we issued 53,125,000
shares of common stock as compensation to RB Capital Parters Inc. For conversion of a convertible note for an aggregate price of $531,250.



On July 14, 2023, the Company
issued to Exchange Listing LLC 21,665,710 shares of our common stock for $100 for consultancy services
for the planned uplist to a National Exchange.



On July 26, 2023, the company
entered into a convertible note with RB Capital Partners Inc., for the amount of $550,000. The note is convertible into common stock at
the rate of $0.50 and bears a 5% interest per annum. The note matures on July 26, 2025.



On
January 27, 2023, we entered into the Petro Line Share Purchase Agreement, to acquire 51% of Petro Line FZ-LLC. The acquisition never
materialized after a fire at a Petro Line factory. An investigation into the fire’s impact led us to subsequently mutually terminate
the Petro Line Share Purchase Agreement on August 3, 2023, and no payments to Petro Line were made.



On August 4, 2023, the Board of
Directors of our subsidiary Quality Industrial Corp, approved a change in fiscal year end of the Company from December 31 to June 30.
The Board’s decision to change the fiscal year end was related to the Company’s intent to uplist to NYSE American and to allow
investors to accurately measure revenue and earnings year-over-year.





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Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations



Forward-Looking Statements



Certain statements, other than
purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating
results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,”
“anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor
provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which
may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect
of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future
prospects on a consolidated basis include but are not limited to: changes in economic conditions, legislative/regulatory changes, availability
of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered
in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update
or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information
concerning our business, including additional factors that could materially affect our financial results, is included herein and in our
other filings with the SEC.



Overview



ILUS is a Nevada Corporation primarily
focused on the public safety, industrial and renewable energy sectors. Through its wholly owned subsidiary, Emergency Response Technologies
Inc. (“ERT”), ILUS aims to provide technology that protects communities, front line personnel and assets by acquiring technology
and solutions for the emergency response sector. This sector includes Fire and Rescue Services, Law Enforcement, Emergency Medical Services
and Emergency Management. The company also has an Industrial and Manufacturing subsidiary, Quality Industrial Corp., which is focused
on the acquisition and growth of process manufacturing and industrial companies. Furthermore, the company has a Mining and Renewable Energy
subsidiary which is focused on the incorporation, acquisition, and growth of companies in the sustainable mining and renewable energy
sectors and also has a Defense subsidiary which is focused on delivery effective capability and technology to the defense sector.



ILUS has four distinct divisions
which together serve a diverse global customer base. An overview of the current divisions is found below:



Emergency Response division:



Emergency Response Technologies
is a subsidiary of ILUS, whose operating companies design, manufacture and distribute specialty equipment, vehicles and related parts
and services. We provide firefighting equipment, firefighting vehicles, firefighting vehicle superstructures, distribution of equipment
for emergency services, fire protection equipment sales, installation, and maintenance as well as servicing/maintenance of Firefighting,
Rescue and Emergency Medical Services equipment.



Industrial & Manufacturing division:



This division specializes in the manufacturing and
assembling of process equipment, piping, and modules for the oil, gas, and energy sectors with over two decades of experience and key
end-users in the Oil & Gas, Off-shore, Refineries & Petrochemical, Waste-water treatment plants and Chemical, Fertilizer, Metals
and Mineral Processing industries. The international end-users include companies such as, but not limited to Chevron, BP, Shell, Total,
Sasol and Gasco. The division has extensive capabilities including the undertaking of design, detailed engineering, procurement, fabrication,
site erection, commissioning, testing & handing over of process equipment. The funding obligations for acquisitions such as Quality
International Co Ltd FCZ, by our publicly listed industrial subsidiary, Quality Industrial Corp. (OTC: QIND), are funded funding by QIND
itself as are the ongoing obligations for future acquisitions by the subsidiary.



4


Table of Contents






Mining & Renewable Energy division:



This division is engaged in the Mining and Renewable
Energy industry currently through its subsidiary Replay Solutions, which recovers and recycles precious metals from electronic waste.
Replay Solutions incorporates a ‘Closed loop’ concept where it uses E–Waste and data destruction as a resource not only
to extract precious metals but to reuse all materials found in E-Waste such as plastics. The company recycles cleanly, safely, and sustainably
on items such as, but not limited to Printed Circuit Boards (PCB) and precious metals, Cables, wire, and car radiators. Replay Solution’s
machines shred, crush, and grind the board to powder form and then use an airflow and an electrostatic separator to separate the materials
into metal and fibers.



Defense Division:



This division is engaged in the Defense industry
currently through its subsidiary Hyperion Defence Solutions where it aims to provide
customers with the technological capability, solutions and services that will protect their warfighters and provide them with a technological
advantagein the following key areas: Joint Close Air Support (JCAS), Counter Improvised Explosive
Devices (CIED), Security Risk Management, Simulation Technology and Services.

Factors Affecting Our Performance



The primary factors affecting
our results of operations include:



General Macro Economic Conditions



Our business is impacted by the global economic environment,
employment levels, consumer confidence, government, and municipal spending. Global instability in securities markets and the war in Ukraine
are among other factors that can impact our financial performance. In particular, changes in the U.S. economic climate can impact the
demand of our products range. In addition, the impact of taxes and fees can have a dramatic effect on the availability, lead-times and
costs associated with raw materials and parts for our product range.



Our purchases are discretionary by nature and therefore
sensitive to the availability of financing, consumer confidence, and unemployment levels among other factors and are affected by general
U.S. and global economic conditions, which create risks that future economic downturns will further reduce consumer demand and negatively
impact our sales.



While less economically sensitive than the Emergency
Response sector, the Industrial and Manufacturing sectors are also impacted by the overall economic environment. Tenders can be withdrawn
and lead times for the manufacturing can be affected which can result in cancellation of orders if not delivered on time.



Impact of Acquisitions



Historically, a significant component of our growth
has been through the acquisition of businesses in our targeted sectors. We typically incur upfront costs as we incorporate and integrate
acquired businesses into our operating philosophy and operational excellence. This includes the consolidation of supplies and raw materials,
optimized logistics and production processes, and other restructuring and improvements initiatives. The benefits of these integration
efforts may not positively impact our financial results in the short-term but has historically positively impacted medium to long-term
results.



We recognize acquired assets and liabilities at fair
value. This includes the recognition of identified intangible assets and goodwill. In addition, assets acquired, and liabilities assumed
generally include tangible assets, as well as contingent assets and liabilities.



Recent developments



On August 4, 2023, the Board of
Directors of our subsidiary Quality Industrial Corp, approved a change in fiscal year end of the Company from December 31 to June 30.
The Board’s decision to change the fiscal year end was related to the Company’s intent to uplist to NYSE American and to allow
investors to accurately measure revenue and earnings year-over-year.



In the second half of 2023, ILUS plans to continue
the individual growth and international expansion of its subsidiaries by increasing sales and operational efficiencies as well as to complete
additional strategically aligned acquisitions. The company plans to strengthen its Emergency Response Technologies subsidiary through
increased manufacturing of the company’s emergency products and technology in the United States. The company will also be manufacturing
its E-Raptor range of commercial electric utility vehicles in Serbia and plans for the first vehicles to roll off the Serbian production
line in the second half of 2023. Additional focus will go towards the ongoing consolidation and integration of existing acquisitions.



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Results of Operation
for the Six Months Ended June 30, 2023, and 2022



Revenues



We earned $43,355,607 in revenues for the Six months
ended June 30, 2023, as compared with $22,690,745 in revenues for the six months ended June 30, 2022. The increase in revenue is a result
of revenue from our acquisition of Quality Industrial Corp. and other subsidiaries.

We expect increased revenue in future quarters
through organic growth and acquisitions across within our operating subsidiaries.

Operating Expenses



Operating expenses increased from $5,373,877
for the six months ended June 30 31, 2022, to $8,501,667 for the three months ended June 30, 2023.

Selling, general and administrative (“SG&A”) expenses have
increased primarily due to the impact from acquisitions, resource investments, product development, marketing, and employee-related costs.



We anticipate that our operating expenses will increase
as we undertake our expansion plan associated with our acquisitions. The increase will be attributable to administrative and operating
costs associated with our business activities and the professional fees associated with our reporting obligations.



Other Expenses



We had other expenses of $4,043,300 for the six months
ended June 30, 2023, as compared $912,467 in other expenses for the same period ended 2022. Our other expenses in Q2 2023 were mainly
Finance Cost.



Net Income/Net Loss



We incurred a
Net Income of$1,894,886 for the six months ended June 30, 2023, compared to a netincome
of $1,768,958 for the six months ended June 30, 2022.





Liquidity and Capital Resources



As of June 30, 2023, we had total current assets of
$144,087,394 and total current liabilities of $155,644,800 which include the QIND’s payable amount of $81,000,000 as part of purchase
consideration for acquisition of its operating company, Quality International. We had a working capital deficit of $11,557,406 as of June
30, 2023. This compares with a working capital deficit of $15,847,034 as of December 31, 2022.



Operating activities provided $3,980,448 in cash for
the six months ended June 30, 2023, as compared with $2,489,140 provided in cash deficit for the six months ended June 30, 2022. Our positive
operating cash flow for Q1 2023 was mainly the result of growth in core business activities delivering higher operating profit.



Investing activities used 2,454,330 in cash for the
six months ended June 30, 2023, as compared with $1,367,312 used in cash for the six months ended June 30, 2022. Our negative investing
cash flow for Q2 2023 was mainly the result of investing in long term assets for the company’s growth.



Financing activities provided $1,136,318 in cash deficit for the six months
ended June 30, 2023, as compared with $3,953,728 cash provided for the same period ended 2022 and was mainly the result of financing costs
and issuance of convertible notes.





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Going Concern

The accompanying condensed 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.

Impact of Acquisitions

Historically a significant component of our
growth has been through the acquisition of businesses in our targeted sectors. We typically incur upfront costs as we incorporate and
integrate acquired businesses into our operating philosophy and operational excellence. This includes consolidation of supplies and raw
materials, optimized logistics and production processes, and other restructuring and improvements initiatives. The benefits of these integration
efforts and upcoming planned acquisitions may not positively impact our financial results instantly but has historically been the case
in future periods.

Critical Accounting Policies

In December 2001, the SEC requested that all
registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that
a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and
results, and requires management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed Note 2 of our unaudited financial
statements included in this Quarterly Report on Form 10-Q.

Goodwill

The Company continues to review its goodwill
for possible impairment or loss of value at least annually or more frequently upon the occurrence of an event or when circumstances indicate
that a reporting unit’s carrying amount is greater than its fair value. On December 31, 2022, we performed a goodwill impairment
evaluation. We performed a qualitative assessment of factors to determine whether it was necessary to perform the goodwill impairment
test. Based on the results of the work performed, the Company has concluded that no impairment loss was warranted at December 31, 2022.
Factors including non-renewal of a major contract or other substantial changes in business conditions could have a material adverse effect
on the valuation of goodwill in future periods and the resulting charge could be material to future periods’ results of operations.

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.

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Recently Issued Accounting Pronouncements

In January 2017, the
FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating
step two from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment
loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
ASU 2017-04 also clarifies that an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of
the reporting unit when measuring the goodwill impairment loss, if applicable. The new standard is effective for fiscal years beginning
after December 15, 2019, for both interim and annual reporting periods. The Company is currently assessing the potential impact of the
adoption of ASU 2017-04 on its consolidated financial statements.

The Company has implemented all
new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless
otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that
might have a material impact on its financial position or results of operations.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



A smaller reporting company is not required to provide
the information required by this Item.



Item 4. Controls and Procedures



We maintain disclosure controls
and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such
information is accumulated and communicated to our management, including our principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure.



In designing and evaluating our
disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,
can provide only reasonable assurance of achieving the desired control objectives.



As required by SEC Rule 15d-15,
our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal
financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly
Report on Form 10-Q.



Based on that evaluation, our
principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a
reasonable assurance level as of the end of the period covered by this report.



Changes in Internal Control over Financial Reporting



There has been no change in our internal control over
financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the
year ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial
reporting.



Critical Accounting Policies.



In December 2001, the SEC requested that all registrants
list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical
accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires
management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of
matters that are inherently uncertain. Our critical accounting policies are disclosed Note 2 of our unaudited financial statements included
in this Quarterly Report on Form 10-Q.



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PART II – OTHER INFORMATION



Item 1. Legal Proceedings



We may from time to time be involved
in various claims and legal proceedings of a nature we believe are normal and incidental to our business. These matters may include product
liability, intellectual property, employment, personal injury cause by our employees, and other general claims. Aside from the following,
we are not presently a party to any legal proceedings that, in the opinion of our management, are likely to have a material adverse effect
on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion
of management resources and other factors.



We have been named as a defendant
in an action commenced by our former CEO, Larson Elmore. A case has been filed in the Eight Judicial District Court of the State of Nevada
(Case No. A-22-858343-C). The Plaintiff alleges that we breached a stock purchase agreement dated May 10, 2020, and promissory notes,
and is therefore entitled to damages. We have potential counterclaims against the former CEO which are being prepared, arising out of
improper action and lack of disclosures. The company has disputed the claim and argue that Larson Elmore has mislead the company and its
shareholders on various matters including but not limited to liabilities, company commitments and due diligence items presented by Larson
Elmore during the takeover process. We are in the process of a settlement discussion and having obtained an extension of time to respond.



We have been named as a defendant
in an action commenced by Steve Nicol, who claims that he loaned $12,000 on or about May 23, 2017, to Cache Cabinetry, LLC a subsidiary
of ILUS under a promissory note, but that ILUS agreed to assume the note. He further claims that he elected to convert the note and that
ILUS failed to convert the note into shares of ILUS common stock. He has alleged breach of contract, declaratory relief, and specific
performance to require the company to issue 75,000,000 shares of common stock in ILUS. The company has obtained a mediation
deadline for September 7, 2023.while the court process is ongoing.



We have been named as a defendant in an action commenced
by Black Ice Advisors LLC, regarding a historic note entered into by the previous CEO, Larson Elmore with a principal amount of $4,000.
The company disputes the legitimacy of the note. On June 5, 2023, we received a service of process by the Superior Court of California,
County of San Diego, with a hearing rescheduled for March 8, 2024.



We cannot predict whether the
action against involving our former CEO, Mr. Nicol or Black Ice Advisors is likely to result in any material recovery by or expense to
our company. Where it is reasonably possible to do so, the Company accrues estimates of the probable costs for the resolution of these
matters. These estimates based upon an analysis of potential results and settlement strategies. It is possible, however, that future operating
results for any particular quarter or annual period could be affected by changes in assumption.



We may continue to incur legal
fees in responding to this and other lawsuits. The expense of defending such litigation may be significant and any sizeable verdict may
adversely affect the company. The amount of time to resolve this and any additional lawsuits is unpredictable, and these actions may divert
management’s attention from the day-to-day operations of our business, all of which could adversely affect our business, results
of operations and cash flows.



Item 1A: Risk Factors



See risk factors included in our Annual Report on Form
10-K/A for the year ended December 31, 2022, filed on June 26, 2023.



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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds



The information set forth below relates
to our issuances of securities without registration under the Securities Act of 1933.



List of Notes issued during the second Quarter of 2023:





| | • | 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 3, 2023, the company The Company signed a Forbearance Agreement with Discover Growth
                                            Fund for the original note dated February 4, 2022. The Company shall make monthly minimum
                                            loan payments to Discover Growth Fund of $450,000.00 commencing on May 30, 2023, and on the
                                            5th day of each month thereafter, until the Note is paid in full.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | • | On May 30, 2023, the company entered into a convertible note with RB Capital
Partners Inc., for the amount of $200,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per
annum. The note matures on May 30, 2025.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On May 30, 2023, the company entered into a convertible note with RB Capital
Partners Inc., for the amount of $450,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per
annum. The note matures on May 30, 2025.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On June 21, 2023, the company entered into a note payable of $61,868 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 30, 2024.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



List of Stock issued during the second Quarter of 2023:



| | • | 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.



| | • | On
                                            May 12, 2023 we issued 2,000,000 shares of common stock as commitment shares to AJB Capital
                                            Investment LLC for an aggregate price of $80,000 pursuant to Securities Purchase Agreement,
                                            dated as of December 2, 2022.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | On
                                            June 01, 2023 we issued 53,300,000 shares of common stock as compensation to RB Capital Parters
                                            Inc. for conversion of a convertible note for an aggregate price of $533,000.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







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The sales and issuances of the
securities described above were made pursuant to the exemptions from registration contained in Section 4(a)(2) of the Securities Act and
Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intention to acquire the shares for investment
only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate
issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given adequate access to sufficient
information about us to make an informed investment decision.





Item 3. Defaults upon Senior Securities



None



Item 4. Mine Safety Disclosures



None



Item 5. Other Information



None



Item 6. Exhibits



|Exhibit Number                                                                                                                                                               |  | Description of Exhibit                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                             |  |                                                                                                                                                                              
|4.1*                                                                                                                                                                         |  | Forbearance
    Agreement, dated May 3, 2023, with Discover Growth Fund LLC                                                                                                  
|4.2*                                                                                                                                                                         |  | Amended
    Stock Purchase Agreement, dated May 8, 2023, with AJB Capital Investments, LLC                                                                                   
|4.3*                                                                                                                                                                         |  | Amended
    Stock Purchase Warrant, dated May 12, 2023, with AJB Capital Investments, LLC                                                                                    
|4.4**                                                                                                                                                                        |  | Stock Purchase Agreement, dated June 30, 2023, with Exchange Listing LLC                                                                                                     
|10.1*                                                                                                                                                                        |  | Convertible
    Promissory Note, dated April 11, 2023, with 1800 Diagonal Lending LLC                                                                                        
|10.2*                                                                                                                                                                        |  | Convertible
    Promissory Note, dated April 11, 2023, with 1800 Diagonal Lending LLC                                                                                        
|10.3*                                                                                                                                                                        |  | Convertible
    Promissory Note, dated April 12, 2023, with RB Capital Partners Inc.                                                                                         
|10.4*                                                                                                                                                                        |  | Convertible
    Promissory Note, dated May 2, 2023 with RB Capital Partners Inc.                                                                                             
|10.5*                                                                                                                                                                        |  | Amended Convertible
    Promissory Note, dated May 12, 2023, with AJB Capital Investments, LLC                                                                               
|10.6*                                                                                                                                                                        |  | Convertible
    Promissory Note, dated May 30, 2023, with RB Capital Partners Inc.                                                                                           
|10.7*                                                                                                                                                                        |  | Convertible
    Promissory Note, dated May 30, 2023, with RB Capital Partners Inc.                                                                                           
|10.8*                                                                                                                                                                        |  | Convertible Promissory Note, dated June 21, 2023, with 1800 Diagonal Lending LLC                                                                                             
|10.9**                                                                                                                                                                       |  | Convertible Promissory Note, dated July 3, 2023, with RB Capital Partners Inc.                                                                                               
|10.10**                                                                                                                                                                      |  | Convertible Promissory Note, dated July 26, 2023, with RB Capital Partners Inc.                                                                                              
|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).    
|                                                                                                                                                                             |  |                                                                                                                                                                              
|* Incorporated by reference to the Registration Statement
    on Form 10-K/A filed with the Securities and Exchange Commission on June 27, 2023
    
    **Provided herewith



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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 thereunto duly authorized.



|Ilustrato Pictures International Inc. |                                              
|------------------------------------- | ---------------------------------------------
|                                      |                                              
|Date:                                 | August 21, 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)





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