v3.25.2
BUSINESS COMBINATION DISCLOSURE
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS COMBINATION DISCLOSURE

NOTE 11. BUSINESS COMBINATION DISCLOSURE

 

In Accordance with ASC 805-10-50, ASC 805-30-50, and ASC 805-10-25-6

 

On March 27, 2024, QIND entered into a definitive Stock Purchase Agreement with the shareholders of AL SHOLA AL MODEA GAS DISTRIBUTION L.L.C. to acquire 51% of the shares, a United Arab Emirates headquartered company (“ASG” or “AL SHOLA GAS”). AL SHOLA GAS is a revenue-generating company in the business of gas system installation and gas supply for commercial and domestic consumers.

 

QIND acquired majority ownership of AL SHOLA GAS, effective as of March 27, 2024, resulting in AL SHOLA GAS becoming a subsidiary, in a transaction accounted for as a business combination. The Company and its auditors considered all pertinent facts pursuant to ASC 805-10-25-6 that the Share Purchase Agreement signing date is the acquisition date of the Company, with the value of $10,000,000 and the payment plan outlined in the agreement. Pursuant to the terms of the Share Purchase Agreement, QIND will occupy two non-paid board seats, including Chairman of the Board of Al Shola Gas, and there shall be one other non-paid board seat for existing Al Shola Gas shareholders. QIND obtained immediate control with the execution of the Agreement. Existing shareholders and management will retain full operational control unless the new Board of Directors determines otherwise due to a breach of the Agreement, ongoing poor performance, or if structural changes are recommended in line with the laws governed by the Agreement, which will be decided and approved by the new Board of Directors of the Company.

 

 

The audited pro forma financial statements of AL SHOLA GAS for the periods ended December 31, 2023, have been filed through 8-K on June 7, 2024. The acquired business contributed revenues of $10,839,209 and earnings of $(2,441,164) in total, consisting of $(4,232,732) to parent company QIND and $1,791,568 to the shareholders of AL SHOLA GAS, respectively, for the year ended December 31, 2023.

 

In accordance with ASC 805-30-50-1 (b) and ASC 805-20-50-1(c), the following table summarizes the consideration transferred to acquire AL SHOLA GAS and the amounts of identified assets acquired, and liabilities assumed at the acquisition date, as well as the fair value of the noncontrolling interest in AL SHOLA GAS at the acquisition date:

 

The Payment Schedule signed on March 27, 2024, outlines a series of payment requirements as follows:

 

  ● Tranche 1: $9 million in National Exchange listed stock or cash to be paid to Seller. Payment in eight quarterly tranches over a period of 24 months, beginning from the first full quarter following 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.
     
  ● Tranche 2: Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.

 

SCHEDULE OF CONSIDERATION PAID

Consideration paid 

June 30, 2025

  

June 30, 2024

 
Total   200,000    - 

 

As of June 30, 2025, out of the total payable amount of $10,000,000 to the shareholders of AL SHOLA GAS, $9,800,000 remained outstanding.

 

Fair value of Consideration

SCHEDULE OF FAIR VALUE CONSIDERATION 

     
Cash or National Exchange listed stock  $9,000,000 
Cash  $1,000,000 
Total  $10,000,000 

 

Goodwill calculation of the acquisition

SCHEDULE OF GOODWILL CALCULATION OF ACQUISITION  

Date of Acquisition  USD 
Cash and cash equivalents  $111,767 
Trade receivables & Other receivables   2,699,826 
Inventories   1,315,937 
Deposits, prepayments and advances   551,588 
Property, plant, and equipment   102,682 
Right of use assets   222,130 
Trade and other payables   (885,016)
Lease liabilities   (229,359)
Bank borrowings   (774,064)
Total identifiable net assets  $3,115,491 
Non-Controlling Share (49%)   1,526,591 
Parent Share (51%)   1,588,900 
Goodwill  $8,411,100 

 

During the quarter ended June 30, 2024, we consolidated this acquired business since January 1, 2024, rather than since the acquisition date of March 27, 2024. The impact on our June 30, 2024, results would have resulted in revenue of $3,086,519, cost of revenues of $1,942,279, net income available of $488,083, and earnings per share of $0.00.