SecProbe.io

October 22, 2024
Nicolas Link
Chief Executive Officer
Ilustrato Pictures International, Inc.
26 Broadway, Suite 934
New York, NY 10004
Re:Ilustrato Pictures International, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Forms 10-Q for the Fiscal Quarters Ended March 31, 2024 and June 30, 2024
Form 8-K/A Furnished August 23, 2024
File No. 000-56487
Dear Nicolas Link:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Fiscal Period Ended March 31, 2024
Consolidated Statements of Operations, page F-2
1.Revise the statements of operations to present depreciation and amortization as a
component of Profit/loss from operations. Refer to the guidance in ASC 360-10 and
SAB Topic 11.B.
Consolidated Statements of Stockholders' Equity, page F-3
2.Please explain to us what the changes in retained earnings of $4,195,517 in the
accumulated deficit column and the capital reserve of $5,520,733 in 2023 represent.
Consolidated Statements of Cash Flows, page F-4
We note that you present captions and corresponding amounts for "changes in non-
current assets" and "changes in non-current liabilities" in cash flows from investing
activities and "additional paid-in capital" and "changes in retained earnings" in cash 3.

October 22, 2024
Page 2
flows from financing activities. Please tell us why you present these amounts, how
they represent investment and financing activities of the registrant, respectively, and
how your presentation is compliant with ASC 230-10-45. Alternatively, revise to
present a statement that fully complies with that guidance.
4.Revise to correctly and clearly label the consolidated statements of cash
flows "unaudited".  Further, include that label on each of the primary financial
statements and on the first page of the notes to financial statements.
Note 1: Organization, History and Business, page F-5
5.We note the disclosure on page F-7 relating to (i) your acquisition of a 91.5% interest
in Samsara Luggage on January 5, 2024, (ii) your acquisition of a 51% interest in Al
Shola Gas on March 27, 2024, and (iii) that you undertook a reorganization of certain
of your subsidiaries in a transaction between entities under common control on
February 23, 2024. Revise the financial statements to include a note describing your
accounting for each of these transactions and provide all applicable disclosures
required by ASC 805-20-50 and ASC 805-50-50.
6.Disclose the material terms of each transaction and the consideration exchanged, or
the timing and payment terms of the consideration to be paid in the future. In addition,
tell us and disclose in the note the acquisition date of each transaction and disclose
whether that was also the date on which the transaction was consummated or closed -
i.e., the date on which you legally transferred consideration for the entity, acquired its
assets, and assumed the liabilities of the entity. Disclose the amount and type of
consideration transferred at consummation date and any unpaid "fixed" consideration
payable as well as contingent consideration at that date.  If the acquisition date differs
from the date on which you legally transferred consideration for the entity, please
discuss the factors and circumstances you considered pertinent in identifying the
acquisition date. See ASC 805-10-25-6.
7.Revise to clearly disclose the relationships between you and the selling shareholder(s)
of the entities before and after the closing of each acquisition. For example, we note
from the purchase agreements filed as exhibits to your filings that Al Shola Al Modea
Safety and Security LLC and Al Shola Gas may be related entities, and their selling
shareholders may now own the non-controlling interest in both of these consolidated
entities. Also, provide all applicable related party disclosures pursuant to ASC 850-
10-50 and ASC 850-10-S50.
8.Tell us how you considered the impact of Clause 9.14 -Termination of the AI Shola
Gas Stock Purchase Agreement in your determination of an acquisition date and your
accounting for the transaction. It appears that pursuant to that clause, either party has
the right to terminate the agreement until each party has fulfilled all its obligations,
and we note that your payment obligations under the agreement is spread over a
twenty-four month period. Tell us whether your other acquisition agreements in the
reported periods included similar terms and how you considered those terms in your
accounting for the transactions.
We note the disclosure on page F-14 that Al Shola Gas will be consolidated from
January 1, 2024, but from page F-7 we note that the definitive stock purchase
agreement to acquire that entity was signed on March 27, 2024. Please tell us why it is 9.

October 22, 2024
Page 3
appropriate to consolidate Al Shola Gas from January 1, 2024.
Note 4: Non-Current Assets
Long term investments, page F-15
10.Please revise this note to describe the investment in Wikisoft of $6,555,755 and long
term investment of $4,573,27 presented in the table, including the date on which you
acquired the investment, the amount of the initial investment and, as applicable, the
number shares and percentage ownership you hold. Explain how you are accounting
for each investment. To the extent you account for any at fair value, disclose your fair
value methodology and the amount of related gain or loss you recorded on your
statements of operations in each annual period presented.
Form 10-Q for the Fiscal Period Ended June 30, 2024
General
11.We note from the explanatory note that this Form 10-Q was not reviewed by your
independent public accounting firm prior to filing because the firm was recently
engaged. Please amend the filing after your independent registered public accounting
firm has performed its review. Consistent with Rules 8-03 and 10-01(d) of Regulation
S-X include the review report of your independent registered public accounting firm
in that amendment.
12.Please amend your Forms 10-Q for the quarterly periods ended March 31, 2024 and
June 30, 2024, respectively, to address all comments issued above on your Form 10-K
for the year ended December 31, 2023.
Form 8-K/A Furnished August 23, 2024
Item 4.01 Changes in Registrant's Certifying Accountant, page 1
13.We note your disclosures that there were no disagreements with your former
accountant, and there were no reportable events other than the Company’s
management's conclusion that disclosure controls and procedures were effective as of
December 31, 2023. Please describe this reportable event to us in more detail and
confirm it did not represent a disagreement with the former accountant. Refer to Items
304(a)(1)(iv)-(v) of Regulation S-K.  Amend the filing to clarify the disclosure, as
appropriate.
14.Please amend the filing to include all disclosures regarding the engagement of your
new independent accountant required by Item 304(a)(2) of Regulation S-K.
Form 10-K for the Fiscal Year Ended December 31, 2023
Business, page 1
Please provide sufficient information for us to evaluate why you would not be an
investment company under the Investment Company Act of 1940. Please provide
a detailed explanation regarding whether the company could be considered an
investment company under the 1940 Act.  Also, please provide a detailed analysis as
to how your acquisition strategy will not cause you to be an investment company 15.

October 22, 2024
Page 4
under the 1940 Act.
16.Please ensure that you update the disclosure in this section to the extent applicable.
For example, we note the disclosure:

•in the table on page 15 about payments if targets are achieved through  December
31, 2022;
•in the table on page 16 about payments if performance thresholds
are achieved through  December 31, 2022 ; and
•in the table on page 18 about payments if targets and performance indices are met
in 2023.

As another example, we note that the Business section does not include information
concerning your February 20, 2024 press release that "On February 16, 2024, the
Company signed a letter of intent with a British company which has manufacturing
and assembly facilities in the United Arab Emirates from which it manufactures and
supplies autonomous vehicles as well as defense and public safety solutions. The
definitive agreement is expected to be signed in the first quarter of 2024 and is
currently intended to be structured as an equity deal of $3,000,000 with a mutually
agreed leak out agreement which is expected to come into effect sometime after the
intended in-progress business combination agreement with a NASDAQ company is
effective."
Risk Factors, page 27
17.Please ensure that you update the disclosure in this section to the extent applicable.
For example, we note the following:

•The risk factor on page 38 about "Section 404 of the Sarbanes-Oxley Act requires
annual management assessments of the effectiveness of [y]our internal controls
over financial reporting" is identical to the disclosure on page 29 of your Form
10-12G filed on October 19, 2022 that automatically went effective in December
2022. However, it appears that your Form 10-K for the fiscal year ended
December 31, 2023 represents your second annual report. Since you did not
include in your annual report the report of management on your internal control
over financial reporting as required by Item 308(a) of Regulation S-K, it appears
the risk factor should highlight that you did not include the report of management
on your internal control over financial reporting.

•The risk factor beginning on page 49 about "Almost all of ILUS’s operations are
conducted, and almost of its assets are, as at the date of this document, located in
the UAE" is identical to the disclosure beginning on page 52 of your amended
Form 10-12G filed on September 12, 2023. However, it is unclear if almost all of
your operations are still conducted, and almost all of your assets are still
located in the UAE given the disclosure on page 3 that the purchase agreement
with Quality International was terminated.

October 22, 2024
Page 5
Legal Proceedings, page 52
18.Please ensure that you provide the disclosure required by Item 103 of Regulation S-K,
such as disclosure on page 53 about the "new motion seeking a monetary judgment in
Black Ice’s in the amount of $3.772 million for the historic note with a principal
amount of $4,000."  Also, ensure that risk factor disclosure about legal proceedings is
consistent with disclosure in the Legal Proceedings section. For example, we
note disclosure: (1) on page 36 that the action commenced by Black Ice Advisors LLC
"has received a trial date for March 8, 2024" whereas the disclosure on page 53 about
the action commenced by Black Ice Advisors mentions that "The company is
currently trying to conclude a settlement agreement. A hearing date set for September
2024 if a settlement is unable to be negotiated;" and (2) on page 36 concerning the
former CEO that "We are in the process of a settlement discussion and have obtained
an extension of time to respond while this process occurs" whereas the disclosure on
page 53 about the former CEO mentions that "the parties have discussed a tentative
discovery schedule and the possibility of a mediation and settlement
conference. Request for production of documents is due by April 19, 2024."
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Years Ended December 31, 2023, and 2022, page 67
19.Please reconcile the difference between the revenue for the year ended December 31,
2022 of $12,740,458 on the restated consolidated statement of operations on page F-5
and the revenue of the Emergency & Response division of $5,610,749 for the same
period on pages 69 and F-17. Also reconcile the difference between the cost of
revenue on the restated consolidated statement of operations of $6,051,717 and the
amount for the Emergency & Response division of $4,153,849 for the same period.
Liquidity and Capital Resources, page 70
20.We note your disclosure on page F-34 that there is substantial doubt about the
Company's ability to continue as a going concern. Please revise Liquidity and Capital
Resources to provide consistent disclosures. Additionally highlight that your auditor
has expressed substantial doubt about your ability to continue as a going concern.
Cash Flow Summary, page 71
21.The operating cash flow discussion appears to be outdated and is not reflective of the
audited consolidated statements of cash flows on page F-8 and the audited
consolidated balance sheets on page F-4. In addition, you disclose that investing
activities provided cash in 2022 for acquisitions and the acquisition of non-current
assets for the operations of the business. The explanation does not appear to fully
address the fluctuations in investing cash flows. Please revise the section to eliminate
all inconsistent and confusing disclosure.
Changes in Internal Control Over Financial Reporting, page 73
Please revise to disclose any changes in your internal controls over financial reporting
that occurred during the year ended December 31, 2023. Disclose whether any of the
material weaknesses previously identified in your assessment at December 31, 2022 22.

October 22, 2024
Page 6
were remediated. If so, explain in detail the corrective actions you have taken and
procedures you have implemented to remediate them. Refer to Item 308(c) of
Regulation S-K.
Internal Control Over Financial Reporting, page 73
23.Amend your Form 10-K to provide management’s report on your internal control over
financial reporting, or ICFR, as of December 31, 2023 that complies fully with the
requirements of Item 308(a) of Regulation S-K. Please note that management is not
permitted to conclude that your ICFR is effective if there exists one or more material
weaknesses in your ICFR. In this regard, we note that in your Form 10-K for the fiscal
year ended December 31, 2022, you identified material weaknesses in your ICFR
stemming from your small staff, namely, (i) inadequate segregation of duties and
effective risk assessment; and (ii) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and application of
both US GAAP and SEC guidelines, conditions that do not appear to have changed
during 2023.  Further, please note that the requirement to provide management's
annual report on ICFR is separate from the requirement in Item 307 of Regulation S-
K to disclose management’s conclusion on the effectiveness of the company’s
disclosure controls and procedures as of the end of the reporting period.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures , page 73
24.Tell us how you were able to conclude that your disclosure controls and procedures
were effective at December 31, 2023, considering that the Form 10-K was filed late,
you did not include management’s report on your internal control over financial
reporting as of December 31, 2023, and the multiple accounting and disclosure issues
identified in our comments. In addition, in your Form 10-K for the fiscal year ended
December 31, 2022, you concluded that your disclosure controls and procedures were
ineffective as of December 31, 2022 due to material weaknesses stemming from
your small staff, namely, (i) inadequate segregation of duties and effective risk
assessment; and (ii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of