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United States securities and exchange commission logo
September 27, 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. 5 to Registration Statement on Form 10-12G
Filed September 12, 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 July 14, 2023 letter.
Amendment No. 5 to Registration Statement on Form 10-12G filed September 12, 2023
Business Overview, page 1
1.We note the disclosure about your focus on acquisitions of businesses and your July 21,
2023 press release and your plans to spin out the Quality Industrial Corporation and
Emergency Response Technologies subsidiaries and to pay special equity dividends to
shareholders of Ilustrato. Please provide us your analysis as to why you would not be an
investment company under the Investment Company Act of 1940.  Also, please provide us
your analysis as to how your acquisition strategy will not cause you to be an investment
company under the Investment Company Act of 1940.

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Nicolas Link
Ilustrato Pictures International, Inc.
September 27, 2023
Page 2
Legal Proceedings, page 28
2.Please clarify the new disclosure concerning "the amount of $3.772 million for the historic
note with a principal amount of $4,000."
Risk Factors, page 31
3.Please include a risk factor to disclose the extent to which you have not been able to
service your debt obligations as requested in prior comment 3.  Also tell us, with a view to
disclosure, the status of the (1) convertible note with AJB Capital Investment LLC in the
amount of $1,200,000 that matured on June 1, 2023 mentioned on page 83; and
(2) convertible note with Jefferson Street Capital in the amount of $100,000 that
matured on July 26, 2023 mentioned on page 83.
Our ability to generate the significant amount of cash, page 32
4.We note your response to prior comment 4.  Please tell us with specificity where the
guarantee mentioned in the second paragraph on page 32 has been filed as an exhibit.
Certain of our officers and directors have other business pursuits, page 45
5.Please disclose the extent to which Nicolas Link has voting control over Dear Cashmere
Holding Co. and CGrowth Capital, Inc. as requested in the last sentence of prior comment
8.
Industrial & Manufacturing Division, page 56
6.Please reconcile the disclosure in this section that the funding obligations for acquisitions
such as Quality International Co Ltd FCZ, "are currently funded by QIND itself as are the
ongoing obligations for future acquisitions by the subsidiary" with the disclosure in your
Form 8-K filed on August 25, 2023 about the Subscription Buy-Back Agreement and the
Guarantee & Indemnity Agreement.  In this regard, we note the disclosure in the Form 8-
K that you are a guarantor.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Recent Developments and Plan of Operations, page 57
7.We note your disclosures regarding the change in the status of the production of electric
vehicles in Serbia on pages 37 and 52.  Please update your discussions of your operations
in Serbia in this section to provide consistent information.
Report of Independent Registered Public Accounting Firm, page F-1
8.We note your response to comment 16 and the revisions made to the audit report.  Your
response to comment 38 in your letter dated June 27, 2023 indicated that your auditor
determined it was not necessary to reference another auditor in its report due to the
subsidiary's immateriality. However, the second and fourth paragraphs of the audit report

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continue to refer to your auditor's reliance on the report of another auditor.  The report
also continues to refer to the "review" of the other auditors. Please address the following:

•Clarify for us whether the other auditors (i) audited the financial statements of Bull
Head Products Inc. and Georgia Fire & Rescue Supply LLC in accordance with the
standards of the PCAOB or United States Generally Accepted Auditing Standards, or
(ii) performed a review of the financial statements of the entities as defined in AICPA
AR-C 90.
•If the latter, considering the fact that a review of financial statements is substantially
less in scope than an audit, have your auditor explain to us why it would be
appropriate to rely on a review of these entities by another auditor in forming its
opinion. Tell us how that is consistent with the guidance in PCAOB Auditing
Standard 1205.
•If the other auditors performed an audit of Bull Head Products Inc. and Georgia Fire
& Rescue Supply LLC, revise the filing to include their audit reports and have your
auditor revise its report to indicate the periods covered by the reports of the other
auditors.
9.We note the substantive revisions made to your financial statements, including the
segment information and disclosures added to Note 23 - Subsequent Events, but note
that the audit report continues to be dated April 6, 2023. Tell us whether your auditors
have audited the changes and added disclosure to your financial statements.  Please have
your auditor explain to us how it considered the guidance in PCAOB Auditing Standard
3110 in determining the appropriate date of its report.
Business Segments, page F-12
10.We note your response to comment 24. Please refer to the guidance in ASC 280-10-50-
12 which indicates that you should report separately information for an operating segment
that meets any one of the quantitative thresholds outlined. We further note from page 62
that for fiscal year 2022 the revenues of Emergency & Response Division or operating
segment exceeded 10 percent of your total revenues; the threshold outlined in ASC 280-
10-50-12.a. Please revise the note to identify the Emergency & Response operating
segment as a reportable segment and to provide the required disclosures for that segment.
In addition, disclose the measure of profit or loss used by your CODM to assess segment
performance and to allocate resources. Lastly, revise the note to include the
reconciliations required by ASC 280-10-50-30, including reportable segment revenues to
consolidated revenues, the reportable segment measure of profit or loss to consolidated
income before income taxes or net income, as appropriate, and reportable segment assets
to consolidated assets.
11.We note your response to comment 25 and the revisions made to the discussion on page
61. We reissue the comment. Pursuant to ASC 280-10- 50-41, please revise your notes to
financial statements to disclose revenue from external customers attributable to the United
States and attributed to all foreign countries in total. Further, if revenues from external

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customers attributed to an individual foreign country are material, those revenues shall be
disclosed separately. Disclose the basis for attributing revenues to individual countries.
Similarly, disclose your long-lived assets located in the United States and located in all
foreign countries in total. If assets in an individual foreign country are material, those
assets shall be disclosed separately. Consider also including in this note the pertinent
information currently presented on page 61.
Leases, page F-13
12.We note your response to comment 26.  Please tell us with specificity where you provided
the disclosures required by ASC 842-20-50-4 and ASC 842-20-50-6, or revise to comply.
Note 11: Non-Current Liabilities, page F-20
13.We note the disclosures related to your warrants included in Note 14 - Non-Current
Liabilities to the interim financial statements in your Form 10-Q for the six-month period
ended June 30, 2023.  Please revise this filing to include similar disclosures in a note to
the financial statements.
14.As part of your Form 10-Q disclosure, you indicate that in accordance with ASC 470 you
have credited the portion of the proceeds assigned to your warrants to paid-in capital.  We
also note the information provided in your response to comment 10 indicating that you
may not have sufficient authorized common stock for potential conversion of your
convertible preferred stock, convertible notes, and the exercise of outstanding warrants.
Please tell us in detail how you considered the guidance in  ASC 815-40-25, in
particular ASC 815-40-25-10(b), in concluding on the classification and accounting of
your outstanding warrants. Tell us why the warrants should not be classified and
accounted for as liabilities.
15.Further, in your June 27, 2023 letter when responding to prior comment 66 of our letter
dated April 1, 2023, you indicated that the warrants are only deemed valid and
enforceable in the event of default on a specific fund. You also indicated that you
had reached an agreement with the fund manager, wherein they have agreed not to convert
the warrant amount into equity unless a default occurs, and as a result no accounting was
required. To the extent you continue to believe that you are not required to account for the
warrants based on these agreements, please provide us with the details of the "specific"
fund and explain how it is related to the debt to the warrant holders. Provide us with a
copy of your agreements with the fund manager or tell us where these terms are reflected
in the warrant agreements and the related amendments you have filed as exhibits.
Note 12: Common stock and Preferred Stock, page F-21
16.We note your response to comment 27 that you have classified the redeemable preferred
shares as permanent equity rather than temporary equity as agreed with your auditor.
Please provide us with a detailed analysis with appropriate references to supporting
accounting guidance on which you relied in concluding that the redeemable preferred

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shares should be classified in permanent equity. As applicable, highlight for us any
relevant terms of the Class E preferred stock, and any circumstances surrounding the legal
matters regarding your ownership of FB Fire Technologies Ltd and related lien-marked
shares, that you considered pertinent and persuasive in reaching your conclusion.
Note 18: Consolidation Basis of Mergers & Acquisitions, page F-24
17.We note the revised disclosure provided in response to comment 28, which highlights the
significance of Quality International Co LTD FCZ.  Please tell us where you filed separate
financial statements of Quality International Co LTD FCZ for the two most recent fiscal
years, or revise the filing to include them.  Refer to Rule 8-04 of Regulation S-X.
Note 23: Subsequent Events, page F-27
18.Please update the date through which subsequent events have been evaluated. In addition,
tell us whether all disclosures presented in this note have been audited and are covered by
the audit report, or revise to clearly indicate the disclosures that are unaudited.
19.Please update the note to disclose the July 31, 2023 amendment to the Quality
International Purchase Agreement discussed on page 19 that revised the payment schedule
for the acquisition to extend the payment timeline with smaller amounts due at each date
and to introduce break fees.  Similarly, update to disclose the shares subscription and buy-
back agreement entered into by Quality Industrial Corp., as disclosed in your Form 8-K
dated August 25, 2023. Refer to ASC 855-10-50.
Note 24: Business Combination Disclosure, page F-29
20.We note your response to comment 31 and reissue the comment in part.  As previously
requested, please revise the note to address the following:

•Reconcile the fair value of the total consideration of $137.0 million to the identifiable
assets and liabilities acquired and goodwill balances of $105.6 million.
•Explain how you accounted for the contingent consideration arrangement and comply
with the disclosure requirements of ASC 805-30-50-1.c.  Specifically, disclose the
amount recognized as of the acquisition date, the basis for determining the amount of
the payment, and an estimate of the range of outcomes (undiscounted) or, if a range
cannot be estimated, that fact and the reasons why a range cannot be estimated.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Stephany Yang at 202-551-3167 or Martin James at 202-551-3671 if
you have questions regarding comments on the financial statements and related matters. Please
contact Thomas Jones at 202-551-3602 or Jay Ingram at 202-551-3397 with any other questions.

 FirstName LastNameNicolas Link
 Comapany NameIlustrato Pictures International, Inc.
 September 27, 2023 Page 6
 FirstName LastName
Nicolas Link
Ilustrato Pictures International, Inc.
September 27, 2023
Page 6
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Scott Doney, Esq.