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United States securities and exchange commission logo
May 1, 2023
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Amendment No. 3 to Registration Statement on Form 10-12G
Filed April 13, 2023
File No. 000-56487
Dear Nicolas Link:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.   Unless we note otherwise, our references to
prior comments are to comments in our February 22, 2023 letter.
Amendment No. 3 to Registration Statement on Form 10-12G filed April 13, 2023
Business, page 1
1.Please expand the disclosure in this section or another appropriate section, such as the
Certain Relationships and Related Transactions, and Director Independence section to
discuss the "Long Term Investment" and "Investment in Dear Cashmere Holding Co."
assets mentioned in Note 7 on page F-10.  In this regard, we note the disclosure on page
55 that your chairman of the board of directors and CEO is also the chairman of the board
of Dear Cashmere Holdings.   Also, file as exhibits the underlying agreements concerning
your investment in Dear Cashmere Holding Co.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 May 1, 2023 Page 2
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
May 1, 2023
Page 2
Organizational Structure, page 2
2.We note your response to prior comment 2.  Please revise the disclosure in the eleventh
bullet point on page 3 to disclose, if applicable, that QIND common stock is currently
quoted on the OTC Pink.
Risk Factors, page 27
3.We note your response to prior comment 5. Please disclose the extent to which you have
not been able to service your debt obligations, such as whether you were in default on the
note issued to Discover on February 4, 2022 with a maturity date of February 4, 2023.
 Also, tell us why the disclosure in the Debt Securities section beginning on page 67 does
not mention the convertible notes issued by the company: (1) to GPL Ventures LLC on
June 14, 2021 for the amount of $500,000 with a maturity date of June 13, 2023; and (2)
to AES Capital Management LLC on September 10, 2021 for the amount of $375,000
with a maturity date of March 10, 2023.  In this regard, we note the disclosure of the
issuance of the two notes on page 61 of the Debt Securities section of your prior
amendment.
4.Please include a risk factor to highlight the risks related to intangibles and goodwill, such
as possible write downs. We note the new disclosure on page F-2 about the amount of
goodwill and intangibles compared to the amount of your total assets as of December 31,
2022.
5.Please include a risk factor to highlight the risk concerning the new information on page
F-1 that "At the end of the year, accounts receivable for the previous year and the current
year have not been collected. The management has represented that they will collect the
cash for all outstanding account receivables due from the previous years and the current
year."
Our ability to generate the significant amount of cash, page 28
6.We note your response to prior comment 8.  Please revise the disclosure to explain how
you plan to fund the cash obligations for the acquisitions of Quality International Co Ltd
FCZ and Petro Line FZ-LLC.
Our long-term success depends, in part, on our ability to operate and expand, page 32
7.We note your response to prior comment 9.  Please quantify the significance of the
international operations to the company, such as the amount of assets outside of
the United States.
An unfavorable outcome of any pending contingencies or litigation, page 34
8.We note the disclosure that "In general, we lack much information and evidence to
support the assertions of financial statements prior to the current management taking over

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 May 1, 2023 Page 3
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
May 1, 2023
Page 3
and there are chances that preceding management of the company might have missed
compliances for which we are not aware" and the lack of information mentioned on page
F-14.  Where you do not have the information, please comply with Rule 12b-21.
We are subject to changes in contract estimates, page 37
9.We note the reference on page 37 to "We account for substantially all long-term
contracts."  However, you do not appear to refer to long-term contracts elsewhere in your
amendment.  Please advise or revise accordingly.
Risks Related to our Management and Control Persons, page 38
10.Please include a risk factor to highlight the conflicts of interest of your officers and
directors.  For example, we note the disclosure on page 55 that the CEO and Chairman of
the Board of Directors of your company is: (1) the Chairman of the Board of Directors of
Dear Cashmere Holding Co.; and (2) the CEO and Chairman of the Board of Directors of
CGrowth Capital, Inc.
The issuance of shares of our common stock upon conversion or exercise, page 40
11.We note that you have stated the number of shares of common stock issuable upon
conversion in your supplemental response to prior comment 11.  As previously requested,
disclose the number of shares of common stock issuable upon conversion or exercise of
outstanding preferred stock, warrants and convertible notes.  In addition, include a risk
factor to highlight the risks concerning the number of shares of common stock issuable
upon conversion or exercise is more than your authorized shares of common stock.  Also,
include disclosure in the appropriate section to discuss how you plan to address the risk.
Recent Developments and Plan of Operations
Second Half of 2022, page 45
12.We note your response to prior comment 12.  Please revise the second sentence to clarify,
if true, that you had completed seven acquisitions by the end of 2022.  In addition, remove
the reference to AL Shola Al Modea Safety and Security LLC being the last acquisition of
the year or consistent with your response and the disclosures on page 2 and elsewhere, if
true, revise the sentence to clarify that while you had entered into an agreement to acquire
AL Shola Al Modea Safety and Security LLC, the acquisition was still pending at the end
of 2022.
First Half of 2023, page 46
13.You disclose that you acquired 52% of Quality International Co Ltd FCZ on January 18,
2023, and 51% of Petro Line FZ LLC on January 27, 2023, which is not consistent with
the disclosures on pages 2 and F-7 indicating that you only signed agreements to acquire
interests in these companies on the stated dates. Further, on page 19 you disclose that the
acquisition of Quality International Co Ltd FCZ was consummated on March 6, 2023.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 May 1, 2023 Page 4
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
May 1, 2023
Page 4
Please revise to resolve the inconsistencies, or advise us.
14.Please clarify the references to "purchase orders of $150M in various stages of the
manufacturing process" and "an additional $220M in expected orders."  For example, are
the orders expected to be filled within the current year?
Financial Revenue Forecasts, page 47
15.We note your disclosure of the FY23 revenue forecast of $200 million based upon historic
performance and known purchase orders at the time of filing. Please expand to disclose in
more detail how you derived the forecasted revenue, including the material estimates and
assumptions underlying the forecasted revenue and any factors or contingencies that
would affect forecasted revenue ultimately materializing. Refer to Item 10(b) of
Regulation S-K.
16.Please continue to revise the disclosure in response to prior comment 13.  For example,
we have the following comments:

- Please ensure that the disclosure in your amended document is consistent with the
material outside of your amended document.  For example, we note the disclosure on page
46 that the Defense division forecast revenue of $10 million for fiscal year 2023 does not
appear to be consistent with the statement of your Managing Director in your February 13,
2023 press release about the defense subsidiary that "We expect this division to deliver
upwards of $15 million in profitable revenue this year before it ramps up exponentially in
2024."

- Please tell us why you believe that it is appropriate to present only revenue from your
four divisions without presenting measures of net income (loss).  For guidance, see Item
10(b)(2) of Regulation S-K.
Results of Operations, page 47
17.Revise the last caption of the first table on page 47 to indicate that you reported an
operating loss in fiscal 2022 (e.g., Operating income (loss)). In addition, to facilitate an
investor's understanding, please revise all tables with comparative data in the MD&A to
present fiscal 2022 information in the first column and fiscal 2021 in the second. Lastly,
revise to correct all formatting and mathematical mistakes in the tables presented.
18.We note the revisions made in response to prior comment 14. In the third paragraph you
indicate that Quality International was "consolidated for the last three quarters of 2022
following the signed binding letter of intent for its acquisition in Q2, 2022."  Since you
disclose on page 19 that the acquisition of Quality International closed on March 6, 2023,
please explain to us in detail your reasons for consolidating that entity for the last three
quarters of 2022.  Describe to us the circumstances surrounding the acquisition and any
terms of the binding letter of intent that would support that conclusion.  Cite the
accounting guidance on which you relied.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 May 1, 2023 Page 5
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
May 1, 2023
Page 5
19.We note your response to prior comment 16.  Please further revise the discussion of Other
Non-Operating Income on page 49 to describe the circumstances that resulted in the gains
recorded in each annual period relating to your purchase of shares on DRCR and
QIND. Similarly, revise the discussion of Other Non-Operating Expenses to explain why
you recorded a loss on convertible notes in the year ended December 31, 2021.
Liquidity and Capital Resources, page 50
20.Please quantify the amount of your "historical debt obligations" mentioned in the first
paragraph on page 50.
21.We note the revisions made in response to prior comment 19. Please further revise to
correct the disclosure of your working capital of $59 million and your cash and cash
equivalent amounts as of December 31, 2022 in the fifth paragraph of the section. In this
regard, we note that your working capital deficit as of December 31, 2022 is correctly
disclosed in paragraph 6 of the section.
22.We note the revisions made in response to prior comment 19. Please revise the table on
page 50 to correctly disclose your net cash provided by operating activities in fiscal 2022
and fiscal 2021.  In addition, revise the discussion of operating cash flows to correctly
present and discuss amounts that reflect the amounts presented on your statements of cash
flows on page F-5.  Lastly, expand the discussion of investing cash flows on page 51 to
identify the 2022 acquisitions for which you used cash of $60 million, and tell us where
that information is presented on the statements of cash flows.
23.We note your response to prior comment 20.  Please further revise the section to disclose
the current status of the Serbian investment project, and the reasons for the project being
on hold.
24.Please discuss the material terms of the $5.5 million in funding that you have secured
from RB Capital mentioned in your press release on March 31, 2023 and file as exhibits
the underlying agreements concerning the secured funding.  Also, please clarify, with a
view to disclosure, the reference to the funding "requires the free issuance of shares"
mentioned by Mr. Link in the press release.  In addition, file as an exhibit the agreement
with Discover mentioned in the press release.
25.Please expand this section to discuss the "Loans advanced" and "Advance given to
suppliers" mentioned in Note 4 on page F-10.  For example, why did you advance loans,
to whom did you advance the loans, and were there any written agreements concerning the
loans advanced?  As another other example, why were advances given to suppliers?
Executive Compensation, page 58
26.We note your response to prior comment 22.  Please revise the table on page 58 to clarify,
if true, that the compensation information in the table does not include shares of common
stock to be issued in 2023 to the named executive officers.  Also, expand the disclosure in
the footnotes to the table on page 58 to disclose the value of the shares of common stock

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 May 1, 2023 Page 6
 FirstName LastNameNicolas Link
Ilustrato Pictures International, Inc.
May 1, 2023
Page 6
of QIND to be issued to the named executive officers based on the recent closing price of
QIND.
27.It appears from the disclosure in the table on page 58 and from the disclosure on pages 58-
63 that the amount of stock awards of Ilustrato securities may be much higher than the
amount of stock awards of QIND securities.  If the amounts may be much higher, then
expand the appropriate section to discuss the conflicts of interest and the higher amounts.
Also, disclose the amount of hours per week that the named executive officers devote to
Ilustrato compared to QIND.
28.Please provide the director compensation table and the narrative to the table required by
Item 402(r) of Regulation S-K. Also, expand this section or another section, such as the
Certain Relationships and Related Transactions and Director Independence section, to
discuss the "Director's current accounts" of $2,096,777 as of December 31, 2022
mentioned in Note 4 on page F-10.
Certain Relationships and Related Transactions, and Director Independence, page 64
29.We note your response to prior comment 23.  Please describe the services provided by
Daniel Link, the duration of such services and clarify the relationship between Daniel
Link and Nicolas Link.
30.Please expand the disclosure in this section to discuss the acquisition of FB Technologies
Global, Inc.  In this regard, disclose the principle followed in determining the amount at
which the assets of FB Technologies were acquired by the company, disclose the identity
of the persons making the determination and their relationship with the company. Also,
state the cost to FB Technologies to acquire the ILUS securities.
Recent Sales of Unregistered Securities, page 68
31.We note the disclosure on pages 71-72 about three notes converted by RB Capital Partners
Inc. on May 4, 2022, July 26, 2022 and on March 21, 2023.  Please disclose when you
issued each of the notes and file as exhibits the underlying agreements concerning the
convertible notes.
32.Please revise the disclosure on page 72 to clearly explain the issuances of shares of
common stock as "commitment shares" to AJB Capital Investment LLC in December
2022 and in March 2023.
Report of Independent Registered Public Accounting Firm, page F-1
33.Please have your auditor revise its