NOTE 5. NON-CURRENT ASSETS

Related Party Receivables

As of June 30, 2025, and December 31, 2024, the Company had amounts due from Ilustrato Pictures International, Inc. (“ILUS”), a former majority shareholder of the Company, of $1,993,525 and $1,979,772, respectively. As of June 30, 2025, $493,525 is related to an intercompany loan agreement executed by and between the Company and ILUS on June 15, 2022. The maximum principal amount to be borrowed by either party from the other under the agreement was $1,000,000. The purpose of the agreement was to provide for working capital to either the Company or ILUS through cash advances on an unsecured basis requested by either party at any time and from time to time in amounts of up to $100,000, and the agreement shall automatically be renewed for successive one1-year terms after that unless terminated. The intercompany loan agreement has a term of one year from the date of execution, and all cash advances mature and become payable on the termination date. Any unpaid principal accrues simple interest from the date of each cash advance until payment in full at a rate equal to 1% per annum. The remaining $1,500,000 relates to an asset purchase agreement the Company signed on June 21, 2024, with Ilustrato Pictures International Inc. to acquire the long-term investment of $1,500,000 in Quality International. ILUS agreed to reimburse the Company for the $1,500,000 invested in Quality International that was subsequently canceled and not returned.

The Company’s majority-owned subsidiary, Al Shola Gas, has a sister company, Al Shola Al Modea Safety and Security LLC (“Al Shola Safety”), an established fire safety company registered in the United Arab Emirates. While both entities operate independently, there is a limited overlap in their customer base. In certain instances, customers may remit payment for goods or services provided by both companies to only one of the entities. These transactions are recorded as related party transactions on the transaction date and are reconciled monthly between the respective related party accounts. As of June 30, 2025, there were $136,316 outstanding balances between Al Shola Gas and Al Shola Safety.

As of June 30, 2025, and December 31, 2024, the Company had amounts due from Nicolas Link due to prepayment of bonus amounting to $53,516 and $0, respectively.

As of June 30, 2025, and December 31, 2024, the Company had amounts due from Louise Bennet due to prepayment of bonus amounting to $13,300 and $0, respectively.

Goodwill

The Company acquired a 51% interest in Al Shola Gas on March 27, 2024, following the issuance of a $9,000,000 note payable and $1,000,000 in cash. The note payable is due as follows: $9 million in National Exchange-listed stock or cash to be paid to the Seller. Payment is made in eight quarterly tranches over 24 months, beginning from the first quarter following the uplist to a national exchange. Stock value is to be protected by a make-whole agreement/s and each tranche is subject to a mutually agreed 12-month leak-out agreement. Within 12 months of closing, and at the soonest possible, a $1 million cash payment is to be made to the Seller.

The Company acquired 51% of Al Shola Gas LLC for $10,000,000 and now owns 51% of the Net Assets of Al Shola Gas. The net assets of Al Shola Gas were $3,115,491 on June 30, 2024, of which $1,588,900 (51%) is owned by QIND. The remaining $1,526,591 (49%) of net assets are held by a minority interest or noncontrolling interest. The purchase price of $10,000,000 minus the net assets held by the Company in Al Shola Gas, equating to $8,411,100, is part of the Company’s Goodwill. The noncontrolling interest has been presented separately on the accompanying consolidated balance sheet and statement of operations.