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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August
21, 2023
Ilustrato Pictures International, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-56487 |
27-2450645 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
26 Broadway, Suite 934
New York, NY |
10004 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area
code: 917-522-3202
______________________
(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company []
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry Into A Material Definitive
Agreement
As previously disclosed, on January 18, 2023,
Quality Industrial Corp. (“QIND”), a subsidiary to Ilustrato Pictures International Inc. (“ILUS”), entered into
a definitive stock purchase agreement (the “QI Purchase Agreement”) with Gerab National Enterprises LLC and Mr. Saseendran
Kodapully Ramakrishnan, (together, the “QI Shareholders”) of Quality International Co Ltd FZC, a United Arab Emirates company
(“Quality International”), in order to purchase 52% of the shares of Quality International (the “QI Shares”) from
the QI Shareholders. Quality International manufactures custom solutions for businesses operating in the oil and gas, energy, water desalination,
wastewater, offshore and public safety sectors. Thereafter, on July 31, 2023, the parties to the QI Purchase Agreement entered into an
amendment to the QI Purchase Agreement (the “Amended QI Purchase Agreement”) in order to revise the payment schedule for the
QI Shares, which had previously become effective on March 31, 2023.
On August 21. 2023, QIND entered into a shares subscription and buy-back
agreement (the “Subscription Buy-Back Agreement”) with Ilustrato Pictures International Inc. (“ILUS”), the parent
company of Quality Industrial Corp., Quality International, Mr. Saseendran Kodapully Ramakrishnan, (each a “Guarantor” and
collectively, the “Guarantors”) and Artelliq Software Trading (“Artelliq”), pursuant to which QIND agreed to issue
6,410,971 common shares (the “Subscription Shares”) to Artelliq in exchange for USD 2,000,000, or AED 7,340,000 at an agreed
upon exchange rate of 1 USD to 3.672 AED.
In accordance with the Amended QI Purchase Agreement and the payment schedule
therein, on the same date as the issuance and subscription, QIND shall immediately buy back all Subscription Shares from Artelliq for
the amount of USD 2,398,693 or AED 8,808,000, payable prior to the first anniversary of the Subscription Buy-Back Agreement, provided
however, that Artelliq may in its sole discretion demand that QIND buy-back the Subscription Shares immediately upon the occurrence of
any of the events of default described in section 4.1 of the Subscription Buy-Back Agreement. Furthermore, QIND has committed to pay Artelliq
monthly installments of USD 33,333.33 or AED 122,400.00, and/or daily installments of USD 1,111.11 or AED 4,080.00 throughout the duration
of the Subscription Buy-Back Agreement. These installments shall accumulate daily and be payable monthly, in arrears, on the last working
day of each month.
The proceeds from the Subscription Shares are to enable QIND to discharge
a part of its obligations under Section 2.1 of the Amended QI Purchase Agreement. Furthermore, the issuance and subscription of the Subscription
Shares rely on the warranties provided by Company and the Guarantors as detailed in the Subscription Buy-Back Agreement and corresponding
guarantee and indemnity agreement, dated August 21, 2023 (the “Guarantee & Indemnity Agreement”).
The foregoing description of the Subscription Buy-Back Agreement and Guarantee
& Indemnity Agreement is a summary and is qualified in its entirety by reference to the provisions thereof, a copy of which is attached
to this Current Report as Exhibit 10.1 and 10.2 respectively, which are incorporated herein by reference.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
10.1 |
|
Subscription Buy-Back Agreement, dated as of August 21, 2023, by and between Quality Industrial Corp., Ilustrato Pictures International Inc., Quality International Co Ltd FZC, Mr. Saseendran Kodapully Ramakrishnan and Artelliq Software Trading. |
10.2 |
|
Guarantee & Indemnity Agreement dated as of August 21, 2023, by and between Quality Industrial Corp., Ilustrato Pictures International Inc., Quality International Co Ltd FZC, Mr. Saseendran Kodapully Ramakrishnan and Artelliq Software Trading. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Ilustrato Pictures International, Inc.
/s/ Nicolas Link
Nicolas Link, CEO
Date: August 25, 2023
SHARES
SUBSCRIPTION AND BUY-BACK AGREEMENT
THIS SHARES SUBSCRIPTION AND BUY-BACK AGREEMENT (this
“Agreement”) is made on 21st August
2023.
PARTIES
| (1) | QUALITY
INDUSTRIAL CORP., a Nevada corporation established under the laws of the State of Nevada,
United States of America, with company IRS employer identification number XX-XXXXXX, and
whose address is at 315 Montgomery Street, San Francisco, 94104 California, United States
of America (hereinafter referred to as the “QIND”, which expression shall
include its successor-in-title and permitted assigns), |
| (2) | ILUSTRATO PICTURES INTERNATIONAL INC., a
company incorporated in the State of Nevada, United States of America, having its registered office located at 26 Broadway, New York,
10004 New York, United States of America (hereinafter referred to as a “Guarantor”, which expression shall include
its successor-in-title and permitted assigns), |
| (3) | QUALITY INTERNATIONAL CO LTD FZC, a company
incorporated in United Arab Emirates having its registered office located at 6C-02, Hamriyah Free Zone, Phase 2, Sharjah, United Arab
Emirates (hereinafter referred to as a “Guarantor” or the “Company”, which expression shall include
its successor-in-title and permitted assigns), |
| (4) | SASEENDRAN KODAPULLY RAMAKRISHNAN, an
Indian Citizen individual bearing passport number XXXXXXXX and residing at XXXXX XXXX XXXXXX XXXXXXX XXXXXXX XXXXXXXXXXXXX XXXXX
(hereinafter referred to as a “Guarantor”, which expression shall include his successor-in-title and permitted
assigns); and |
| (5) | ARTELLIQ
SOFTWARE TRADING, a sole proprietorship incorporated in United Arab Emirates having its
registered address at XX XXX XX XXXXX, Dubai, United Arab Emirates (hereinafter referred
to as the “Artelliq”, which expression shall include its successor-in-
title and his permitted assigns), |
each a “Party”, and collectively, the “Parties”.
BACKGROUND:
| A. | Subject to the terms and conditions of this Agreement,
QIND agrees to issue, and Artelliq agrees to subscribe, 6,410,971 common shares of QIND (“Subscription Shares”) on
the date of this Agreement for a total amount of USD 2,000,000 converted to AED 7,340,000 (“Subscription Price”) at
the USD/AED exchange rate of USD 1 to AED 3.672 as consideration towards such Subscription Shares. |
| B. | Further to the preceding paragraph, and on the date
of this Agreement, QIND agrees to immediately buy-back, and Artelliq agrees to immediately sell-back, all of the Subscription Shares for
an amount of USD 2,398,693 or AED 8,808,000. Such Buy-back Price shall be payable by QIND (or the Guarantor(s) if applicable) to Artelliq
prior to the Final Payment Date, and in accordance with the Payment Notice and the terms and conditions of this Agreement. |
| C. | The
Parties acknowledge that QIND is obligated to transfer, amongst other amounts, USD 2,000,000 to the Company in accordance with Clause
2.1 (in respect of the Tranche 2.2 payment schedule) of the Amendment Agreement No. 1 to the SPA. Consequently, QIND instructs Artelliq,
and Artelliq agrees, to transfer the Subscription Price directly into the Company’s bank account and/or such other bank account(s)
of third parties, as instructed by the Company, in accordance with the terms and conditions of this Agreement. |
NOW IT IS HEREBY AGREED AS FOLLOWS:
| 1.1 | The following words and expressions used in this
Agreement shall, unless the context requires otherwise, have the following meanings respectively ascribed to them: |
“AED” means the lawful currency
of United Arab Emirates;
“Amendment Agreement No. 1 to
the SPA” means the amendment agreement no. 1 (in respect of the SPA) dated 27 July 2023 signed between QIND, Saseendran Kodapully
Ramakrishnan, and Gerab National Enterprises LLC;
“Buy-back Price” has the meaning
given in Clause 3.2.1;
“Event of Default” has the meaning
given in Clause 4.1;
“Final
Payment Date” the first (1st) anniversary of this Agreement;
“Guarantee & Indemnity Agreement”
means the guarantee and indemnity agreement between the QIND, Artelliq and the Guarantors dated on or about the date of this Agreement
pursuant to which QIND and/or the Guarantors undertake to guarantee the payment of the Subscription Shares at the Buy-back Price (and
including the monthly instalments) prior to the Final Payment Date as provided for in this Agreement. The Guarantors also undertake to
indemnify Artelliq in respect of any liabilities, costs and/or expenses incurred due to the QIND’s default for any reason under
this Agreement and/or the guarantee and indemnity agreement, details of which are more particularly set out under such guarantee and indemnity
agreement;
“IA” has the meaning given in Clause
6.1; “Profit” has the meaning given in Clause 5.1;
“Payment Notice” means the
payment notices prepared by Artelliq setting out the payment dates and amounts of the Buy-back Price pursuant to Clauses 3.2 and 3.3;
“Subscription Price”
has the meaning given in paragraph A of the Background section; “Subscription Shares” has the meaning given in paragraph
A of the Background section;
“SPA” means the share
purchase agreement in respect of the Company executed on 18 January 2023 by QIND, Gerab National Enterprises LLC and Saseendran Kodapully
Ramakrishnan;
“Taxes” has the meaning given
in Clause 3.4; and
“working day” means a day on which banks are open
for general banking business in the United Arab Emirates.
| 1.2 | In this Agreement, unless the context requires otherwise, a reference to: |
| (a) | the headings in this Agreement are for convenience
only and shall not affect the interpretation and construction hereof and “written” and “in writing”
shall include any means of visible reproduction; |
| (b) | any agreement or document in this Agreement shall
include references to such agreement or document as from time to time amended, modified, supplemented or novated, and to any other agreement
or document which so amends, modifies, supplements or novates such agreement or document; |
| (c) | unless the context requires otherwise, (i) references
to the singular number shall include references to the plural number and vice versa, (ii) references to a person shall include
bodies corporate whether corporation, company, partnership, firm, trustee, trust, executor, administrator or other legal personal representative,
unincorporated association, joint venture, syndicate or other business enterprise, any governmental, administrative or regulatory authority
or agency, and their respective successors, legal personal representatives and assigns, as the case may be, and pronouns shall have a
similarly extended meaning, and (iii) the use of any gender shall include all and neuter genders; |
| (d) | references to “Clauses” are to
be construed as references to the clauses of this Agreement (unless the context requires otherwise); |
| (e) | any reference to a statutory provision or law shall
include such provision as from time to time modified, consolidated, amended or re-enacted and any regulations made in under it as from
time to time modified, consolidated, amended or re- enacted after the date of this Agreement and shall also include any provision in any
other statute or law which replaces that present statutory provision or law; |
| (f) | any thing or obligation to be done under this Agreement
which is required or falls to be done on a stipulated day shall be done without penalty or liability on the next succeeding working day,
if the day upon which that thing or obligation is required or falls to be done falls on a day which is not a working day; and |
| (g) | an obligation on a party not to do something includes
an obligation not to allow that thing to be done. |
| 1.3 | The Schedules form part of this Agreement and shall
have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedule. |
| 2. | ISSUANCE AND SUBSCRIPTION OF THE SUBSCRIPTION SHARES |
| 2.1 | All of the proceeds from the Subscription Shares
are to enable QIND to discharge part of its obligations under Clause 2.1 (in respect of the Tranche 2.2 payment schedule) of the Amendment
Agreement No. 1 to the SPA. Consequently, QIND undertakes, or request Artelliq, to transfer all of the Subscription Price to the Company
and/or any third party indicated by the Company. |
| 2.2 | The Parties acknowledge and agree that the issuance,
and subscription of the Subscription Shares are undertaken in reliant on the warranties provided by the QIND and the Guarantors set out
in this Agreement, together with the Guarantee & Indemnity Agreement. |
| 2.3 | Subject to Clause 2.1, the Subscription Price shall
be disbursed to the Company and/or any third party indicated by the Company by depositing the monies to the relevant bank account(s) indicated
by the Company in writing. |
| 3. | BUY-BACK OF THE SUBSCRIPTION SHARES |
| 3.1 | Immediately following the issuance by QIND, and subscription
by Artelliq, of the Subscription Shares, QIND agrees to buy-back, and Artelliq agrees to sell, the Subscription Shares and the related
Buy-back Price shall be payable by QIND to Artelliq, on or prior to the Final Payment Date, provided always that Artelliq may, in its
sole discretion, demand QIND to buy-back the Subscription Shares immediately upon the occurrence of any of the Events of Default (as defined
in Clause 4.1). |
| 3.2 | Subject to Clauses 3.2.2 and 3.2.3, the consideration
for the buy-back of the Subscription Shares is the amount of USD 2,398,693 or AED 8,808,000, and QIND shall fully pay the Buy-back Price,
without demand and free from all deductions on, or prior to, the Final Payment Date by way of wire transfer to Artelliq’s bank account
calculated as follows: |
| 3.2.1 | On or, prior to the Final Payment Date and subject
to Clauses 3.2.2 and 3.2.3, QIND undertakes to pay Artelliq the following amounts (“Buy-back Price”): |
| (a) | the consideration for the buy-back of the Subscription
Shares being USD 2,000,000 or AED 7,344,000; plus |
| (b) | a daily installment distribution rate of USD 1,111.11
or AED 4,080.00, from the date of this Agreement, accumulated daily, is to be paid as a lump-sum on, or prior to, the last working day
of each Gregorian calendar month, for as long as the amount under Clause 3.2.1(a) remains outstanding; |
| 3.2.2 | In the event of an earlier settlement of the full
amount under Clause 3.2.1(a) prior to the Final Payment Date in accordance with Clause 3.3, the daily installment distribution shall be
calculated and paid by QIND to Artelliq in accordance with Clause 3.2.1(b) until the date of settlement of the full amount under Clause
3.2.1(a). For example, and for illustrative purposes only, if QIND were to buy-back the Subscription Shares after: |
| (a) | ten (10) days from the date of this Agreement, then
QIND shall pay to Artelliq AED 7,344,000 plus 10 x AED 4,080 = AED 7,384,800; or |
| (b) | seven (7) months and twenty (20) days from the date
of this Agreement, then QIND shall pay to Artelliq an average monthly installments of AED 122,000 plus the balance of 20 days daily AED
4,080.00 installments equalling AED 81,600.00. In other wo4rds QIND would pay AED 7,344,000 plus 7 x 122,400 plus 20 x AED 4,080 = AED
8,282,400. |
| 3.2.3 | In
the event of a delayed settlement of the full amount under Clause 3.2.1(a) after the Final Payment Date in accordance with Clause 3.3,
the daily installment distribution shall be calculated and paid by QIND to Artelliq in accordance with Clause
3.2.1(b) until the date of settlement of the full amount under Clause 3.2.1(a). |
| 3.2.4 | The Subscription Shares shall remain in the name
of Aretlliq as security until the full amount of the Buy-back Price have been paid. In the event of an earlier settlement, the pro-rata
amount as provided for in the pre-settlement guideline 3.2.1(c) has been paid. |
3.2.3 All bank and/or
related charges for the issuance and buy-back of the Subscription Shares shall be borne by QIND.
| 3.3 | If any payment, under this Agreement, becomes due
on a day that is not a working day, the due date of such payment will be extended to the next succeeding working day. Artelliq shall,
as soon as practicable, after the date of this Agreement, issue the Payment Notice to QIND and share the same with the Guarantors. |
| 3.4 | All payments to be made by QIND to Artelliq in respect
of the consideration for the buy- back of the Subscription Shares and the related installment distribution pursuant to Clause 3.2.1 shall
be made free and clear of any deduction of or withholding for or on account of any and all taxes, duties or other charges including (without
limitation) any applicable VAT (“Taxes”) except to the extent QIND is required by law to make payment subject to Taxes,
in which case QIND shall pay such Taxes within the time allowed by law and shall within fifteen (15) days of the payment being made, deliver
to Artelliq evidence satisfactory to Artelliq (including all relevant receipts for Taxes) that the payment has been duly paid to the appropriate
authority. If any Taxes or amounts in respect of Taxes must be deducted, or any other deductions must be made, from any amounts payable
or paid by QIND in respect of the consideration for the buy-back of the Subscription Shares and the related installment distribution pursuant
to Clause 3.2.1, QIND shall pay such additional amounts as may be necessary to ensure that Artelliq receives a net amount equal to the
full amount which Artelliq would have received had no such deduction or withholding been made or required to be made. |
| 4.1 | Subject to Clauses 3.1 and 4.3, Artelliq shall be
entitled to, without prejudice to any other rights or remedies available to it under law or equity, to demand QIND, and QIND agrees, to
immediately pay Artelliq the Buy-back Price calculated in accordance with Clause 3.2.1, and each of the Guarantors also agrees to immediately
pay Artelliq the Buy-back Price calculated in accordance with Clause 3.2.1, upon the occurrence of any of the following events of default
(each, an “Event of Default”): |
| (a) | QIND or a Gurantors fail to pay the calculated average
monthly installment of AED 122,000.00, or a portion of the same (where applicable), in accordance with Clause 3.2. |
| (b) | QIND or a Guarantor commits or threatens to commit
a breach of any of the covenants, undertakings, stipulations, terms, conditions or provisions of this Agreement (including (without limitation)
the terms of the condition precedent in Clause 6 and the warranties given in Clause 7.13 herein; |
| (c) | a petition for bankruptcy is presented against QIND
and/or a Guarantor, or for the appointment of an official assignee or similar officer over all or any part of his |
assets and/or undertakings, and such is not withdrawn/dismissed
within thirty
(30) days of such petition; and
| (d) | any judgment is obtained against QIND and/or a Guarantor
of a sum exceeding US$500,000. |
| 4.2 | QIND and the Guarantors irrevocably undertake that,
so long as the Buy-back Price or any part thereof is outstanding, QIND and/or a Guarantor shall notify Artelliq in writing of any occurrence
of any Event of Default (and of any action taken or proposed to be taken to remedy it) promptly but no later than five (5) working days
from its occurrence. Alternatively, Artelliq may, at any time, notify QIND and the Guarantors in writing of any occurrence of any Event
of Default (and of any action taken or proposed to be taken to remedy it) that it is aware of. |
| 4.3 | QIND or a Guarantor irrevocably agrees and accepts
that, following any Event of Default that is not remedied within ten (10) working days from the date of the written notice from QIND and/or
a Guarantor or the date of the written notice from Artelliq (as the case may be), Artelliq may demand exceptional measures to be taken
at the Company including (without limitation) a complete restructuring of the management team of the Company by way of removals and/or
appointments (as the case may be) of C-suite officers of the Company, and without affecting any other contractual rights Artelliq has
accrued under this Agreement. |
| 5.1 | Pursuant to Clause 3.2.1, QIND undertakes to pay
Artelliq an average monthly installment of USD 33,333.33 or AED 122,400.00, and/or, where applicable, a daily installment of USD 1,111.11
or AED 4,080.00 for the duration of this Agreement. |
| 5.2 | Installments shall accrue daily and shall be payable
monthly, in arrears, on the last working day of each month and the Buy-back Date. |
| 6.1 | As a condition precedent to the issuance and subscription
of the Subscription Shares, the Parties agree that Artelliq shall be entitled to appoint an experienced interim Internal Auditor (“IA”)
of the Artelliq’s choosing to the management team of the Company. |
| 6.2 | The appointed IA shall be granted wide-ranging control
and oversight powers over the monitoring and reporting of the financial management, operational practices and decision-making processes
of the Company, but without diminishing the powers and authorities of the Company’s directors in any way. These powers shall include
(without limitation): |
| a) | Auditing and reporting to Artelliq the progress and
achievements of all financial plans, budgets, and forecasts. |
| b) | Monitoring, all cashflow and/or expenses to ensure
these are within defined budgetary limits. |
| c) | Pre-auditing expenses to ensure these are well supported
by relevant documentations and strictly follow the established delegation of authority approved by the Company’s directors. |
| d) | Conducting regular and comprehensive audits of the
Company's financial records, operational processes, and internal controls and reporting on associate risks and weaknesses in controls. |
| e) | Reporting on the Company’s management capabilities
for implementing and is maintaining a robust financial reporting system and compliance and risk management processes. |
| f) | Identifying and reporting potential financial risks,
fraud, or irregularities and recommending appropriate measures to mitigate such risks. |
| g) | Assessing and opining on the financial and commercial
viability of proposed projects and contracts and reporting the same to the Company’s directors before such projects are taken by
the Company. |
| h) | Evaluating and recommending policies that would help
improve the Company's financial performance, including restructuring of operations and finances, and submitting the same to the Company’s
directors for their consideration and approval. |
| i) | Collaborating with members of the Company’s
management team to ensure all Internal Audit open issues are closed and reporting the same to the Company’s directors. |
| j) | Reporting all financial and commercial objectives
deviations, together with suggested remedies if applicable, to the Company’s directors. |
| k) | Conduct special audits in the event the IA suspects
any event of fraud, financial, or operational irregularities. |
| 6.3 | The IA shall be authorized to submit monthly reports
(in respect of short term cashflow status and related gap analysis) to Artelliq on the Company's financial performance, financial health,
and any areas of concern. |
| 6.4 | For the duration of such appointment of the IA, all
costs and expenses in respect of the same will be covered directly by Artelliq, and the appointment of the IA shall remain in effect for
the duration of this Agreement or until such time as Artelliq is reasonably satisfied that the financial conditions and management of
the Company have significantly improved, as determined at the Artelliq’s sole discretion. |
| 6.5 | Artelliq reserves the right to terminate and/or
replace the IA with written notice to QIND and the Company. Artelliq may exercise this right if it determines, in its sole discretion,
that the financial condition and management of the Company have improved to an acceptable level or if the QIND or the Company fails to
comply with any of the provisions of its contractual obligations under this Agreement. |
| 6.6 | QIND and the Company undertake to fully cooperate
with the appointed IA and provide all necessary assistance to enable the IA to fulfil their duties effectively. |
| 7.1 | Entire Agreement: This Agreement contains
the whole agreement between the Parties relating to the subject matter of this Agreement and supersedes any prior understandings, representations,
and agreements between them, whether written or oral. Nothing in this Clause 7.1 shall operate to limit or exclude liability for fraud
or wilful misrepresentation. |
| 7.2 | Variation: No variation of this Agreement
shall be effective unless made in writing and executed by the respective authorised representatives of the Parties. |
| (a) | Subject to Clause 7.3(b), a Party shall not assign,
transfer, novate or dispose of any of, or any interest in, its rights and obligations under this Agreement without the prior written consent
of the others. The terms of this Agreement shall inure to the benefit of and be binding on the respective successors in title and assigns
of the Parties. |
| (b) | Artelliq may, in its sole discretion and at any time,
assign, transfer, novate or dispose of any of, or any interest in, its rights and obligations under this Agreement to any third party
by giving written notice to the others. |
| 7.4 | Waiver: No failure on the part of the Artelliq
to exercise, and no delay on the Artelliq’s part in exercising, any right or remedy under this Agreement or by law will operate
as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or
the exercise of any other right or remedy. No waiver shall be effective unless made in writing and executed by the Artelliq waiving its
right or remedy. The rights provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law. |
| 7.5 | No Partnership: Nothing contained in or relating
to this Agreement shall or shall be deemed to constitute a partnership or agency relationship between any of the Parties and no Party
shall have any authority to act for or to assume any obligation or responsibly on behalf of any other Party. |
| 7.6 | Severability: If any provision of this Agreement
shall be, or be found by any authority or court of competent jurisdiction to be, invalid or unenforceable (wholly or partly), such invalidity
or unenforceability shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect. |
| (a) | Each Party shall treat as strictly confidential
all information received or obtained by it or its affiliates, agents, or advisers as a result of entering into or performing this Agreement
including information relating to the provisions of this Agreement, the negotiations leading up to this Agreement or the subject matter
of this Agreement except that the restrictions contained in this Clause shall not apply: |
| i. | so as to prevent a Party from making any disclosure
required by law or court order or by any securities exchange or supervisory or regulatory or governmental body pursuant to rules to which
such Party is subject or from making any disclosure to any professional adviser for the purposes of obtaining advice; and |
| ii. | in respect of any information which comes into the
public domain otherwise than by a breach of this Clause 7.7 by a Party. |
| (b) | The Parties shall not (save as required by law or
any rule of any relevant stock exchange) make any announcement in connection with this Agreement without the prior written consent of
the other Party. |
| (c) | Subject to Clauses 7.7(a)(i) and 7.7(a)(ii), each
Party (“receiving Party”) agrees that it: |
| i. | shall not, without the prior written consent of
the other Party (“disclosing Party”), use or disclose to any person confidential information it has or acquires; and |
| ii. | shall make every effort to prevent the unauthorised
use or disclosure of confidential information. |
| (d) | Each Party undertakes to make all its respective
representatives aware of the confidentiality of the confidential information and the provisions of this Clause 7.8 and take all such steps
as shall from time to time be necessary to ensure compliance by it respective representatives with the provisions of this Clause 7.8 and
to indemnify the disclosing Party against any breach of this Clause 7.8. |
| (e) | The restrictions in this Clause 7.8 shall continue
in perpetuity or such maximum time period may be permitted by law. |
| 7.8 | Third Parties: Except to the extent provided
for in Clause 7.3, a person who is not a party to this Agreement has no rights to enforce any term of this Agreement. |
| 7.9 | Further Assurance: QIND and the Guarantors
shall do all such acts and things and execute and sign all such documents and instruments as may be necessary, desirable, or expedient
to give effect to the terms of, and the commercial understanding of the Parties recorded in, this Agreement and the documents in connection
herewith. |
| (a) | Any notice or communication under or in connection
with this Agreement shall be in English and legible writing and shall be delivered personally, sent by prepaid registered mail, or electronic
transmission to the respective address given below or at such other address as the Party to be served may have notified the other Party
for the purposes of this Agreement: |
Artelliq
Address: PO
Box 24120, Dubai, UAE Attention to: Abdullah Sharafi
E-mail: xxxxxx@xxxxx.com
QIND (QUALITY INDUSTRIAL CORP.)
Address: 315
Montgomery Street, San Francisco, 94104 California, USA Attention to: John-Paul Backwell
E-mail: xxxxxxx@xxxxxxxx.com
Guarantor (ILUSTRATO PICTURES INTERNATIONAL INC.)
Address: 26
Broadway, New York, 10004 New York, USA Attention to: Nicolas Link
E-mail: xxxxxxxxx@xxxxxx.com
Guarantor
(QUALITY INTERNATIONAL CO LTD FZC)
Address: 6C-02, Hamriyah Free Zone, Phase 2, Sharjah,
UAE Attention to: Saseendran Kodapully Ramakrishnan, Managing Director E-mail:
Guarantor (SASEENDRAN KODAPULLY RAMAKRISHNAN)
Address: XXXXX XXXXX XXXXX XXXXXX XXXXXX XXXXXXX
XXX XXX XX XXXX E-mail:
| (b) | Any notice or communication shall be deemed served
and received by the addressee: |
| i. | in the case of delivery by hand or a reputable international
courier, when delivered; or |
| ii. | in the case of email, at the time of transmission, |
provided that in each case where delivery
by hand or a reputable international courier or by email occurs after 6:00pm on a working day or on a day which is not a working day,
service shall be deemed to occur at 9:00am on the next following working day.
| (c) | This clause does not apply to the service of any
proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution which may
stipulate other manners of communication. |
| 7.11 | Governing Law and Jurisdiction: |
| (a) | This Agreement shall be governed by and construed
in accordance with English law. |
| (b) | The Parties irrevocably submit to the exclusive jurisdiction
of the courts of the Dubai International Financial Centre. |
| 7.12 | Counterparts: This Agreement may be signed
in any number of counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Each counterpart may be transmitted by electronic transmission and shall be valid and effectual as if executed as an original. |
| 7.13.1 | Each of QIND, the Guarantors and Artelliq hereby warrants to the others that: |
| (a) | its entry into this Agreement, and the performance
of its obligations under this Agreement are not and will not contravene any provision of applicable law or any government or other instrument
binding upon it, or give rise to the rights of any third parties against it; |
| (b) | it has full power and authority to execute, deliver and perform this Agreement; |
| (c) | it
has had adequate opportunity to obtain competent independent legal and other professional advice concerning the terms of this Agreement; |
| (d) | it has had the opportunity to negotiate the terms of this Agreement; |
| (e) | it enters into this Agreement voluntarily and without duress; |
| (f) | it is aware that the others are relying on these warranties
in executing this Agreement; and |
| (g) | the terms of this Agreement are binding upon it in accordance with its terms. |
| 7.13.2 | QIND and each of the Guarantors further warrants
to Artelliq that QIND has obtained independent legal advice concerning the terms of this Agreement and the Guarantee and Indemnity Agreement,
and such independent legal advice confirms and approves that the subject matter, together with any transactions and actions stipulated
under this Agreement and/or the Guarantee and Indemnity Agreement are not, and will not, contravene any provision of applicable law, rules
and/or regulations of any government or exchanges, or give rise to the rights of any third parties against the subject matter, together
with any transactions and actions stipulated under this Agreement and/or the Guarantee and Indemnity Agreement. |
| 7.14 | Accounts and Certificates: Artelliq shall
maintain accounts, evidencing the amounts owed to Artelliq under this Agreement, in accordance with its usual practice. Entries in those
accounts shall be prima facie evidence of the existence and amount of QIND's obligations as recorded in them. Any certification
by, or evidence from QIND of a rate or amount in respect of the subject matter under this Agreement is, in the absence of manifest error,
conclusive evidence of the matters to which it relates. |
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the Parties hereto have duly executed this
Agreement the day and year first above written.
QIND
Signed
by /s/ John-Paul Backwell
John-Paul
Backwell, Chief Executive Officer
for
and on behalf of
QUALITY
INDUSTRIAL CORP.
In the presence of:
/s/ Louise Bennett
Name of Witness: Louise Bennett
ARTELLIQ
Signed
by /s/ Abdullah Sharafi
Abdullah
Sharafi, Managing Director
for
and on behalf of
ARTELLIQ
SOFTWARE TRADING
In the presence of:
/s/
Name of Witness:
GUARANTOR
Signed
by /s/ Nicolas Link
Nicolas
Link, Chief Executive Officer
for
and on behalf of
ILUSTRATO
PICTURES INTERNATIONAL INC.
In the presence of:
/s/ Louise Bennett
Name of Witness: Louise Bennett
GUARANTOR
Signed
by /s/ Saseendran Kodapully Ramakrishnan
Saseendran
Kodapully Ramakrishnan, Managing Director
for and
on behalf of
QUALITY
INTERNATIONAL CO LTD FZC
In the presence of:
/s/
Name of Witness:
GUARANTOR
Signed
by /s/ Saseendran Kodapully Ramakrishnan
SASEENDRAN KODAPULLY RAMAKRISHNAN
In the presence of:
/s/
Name of Witness:
SCHEDULE 1
Dates on which the Subscription Price
will be advanced with amounts.
Date |
Amount |
21 August 2023 |
AED 7,340,000 |
GUARANTEE
AND INDEMNITY AGREEMENT
THIS GUARANTEE AND INDEMNITY AGREEMENT is dated 21st
August 2023 (“Agreement”).
Parties
| (1) | QUALITY
INDUSTRIAL CORP., a Nevada corporation established under the laws of the State of Nevada,
United States of America, with company IRS employer identification number XX-XXXXXXX,
and whose address is at 315 Montgomery Street, San Francisco, 94104 California, United States
of America (hereinafter referred to as the “QIND”, which expression shall
include its successor-in- title and permitted assigns); |
| (2) | ILUSTRATO PICTURES INTERNATIONAL INC., a company
incorporated in the State of Nevada, United States of America, having its registered office located at 26 Broadway, New York, 10004 New
York, United States of America (hereinafter referred to as a “Guarantor”, which expression shall include its successor-in-title
and permitted assigns); |
| (3) | QUALITY INTERNATIONAL CO LTD FZC, a company
incorporated in United Arab Emirates having its registered office located at 6C-02, Hamriyah Free Zone, Phase 2, Sharjah, United Arab
Emirates (hereinafter referred to as a “Guarantor” or the “Company”, which expression shall include its
successor-in-title and permitted assigns); and |
| (4) | SASEENDRAN KODAPULLY RAMAKRISHNAN, an
Indian Citizen individual bearing passport number XXXXXXXX and residing at XXXXX XX XXXXXXXXXXXX XXXXXXXXXXX XXXXX XXXXXX
XXXXXXXXXX XXXX (hereinafter referred to as a “Guarantor”, which expression shall include his
successor-in-title and permitted assigns); and |
| (5) | ARTELLIQ SOFTWARE TRADING, a sole proprietorship
incorporated in United Arab Emirates having its registered address at PO No. 24120, Dubai, United Arab Emirates (hereinafter referred
to as the “Artelliq”, which expression shall include its successor-in-title and his permitted assigns); |
each, a “party”, and collectively,
the “parties”.
Background
| A. | The Parties entered into the Shares Subscription
and Buy-back Agreement on, or about, the date of this Agreement. |
| B. | In the event that QIND is unable to pay the Buy-back
Price to Artelliq, the Guarantors agree to pay the Buy-back Price to Artelliq and indemnify Artelliq against any and all liabilities and/or
obligations (in monetary terms or otherwise) arising out of the QIND’s default under the Shares Subscription and Buy-back Agreement
subject to the terms of this Agreement. |
| C. | The Parties further acknowledge and agree that, in
the event of QIND’s default under the Shares Subscription and Buy-back Agreement, Artelliq may, in its sole discretion, demand any
one or all of the Guarantors to immediately pay the Buy-back Price to Artelliq subject to the terms of this Agreement. |
Agreed
terms
The definitions and rules of interpretation
in this clause apply in this Agreement.
“Buy-back Price”
has the meaning given to it under the Shares Subscription and Buy-back Agreement;
“Shares Subscription
and Buy-back Agreement” the shares subscription and buy-back agreement between the Parties executed on, or about, the date of
this Agreement in respect of the subject matter set out under the background section of such shares subscription and buy-back agreement.
“working day”
means a day on which banks are open for general banking business in the United Arab Emirates.
| (a) | A reference to legislation or a legislative provision: |
| (i) | is a reference to it as amended, extended or re-enacted from time to time; |
| (ii) | shall include all subordinate legislation made from
time to time under that legislation or legislative provision. |
| (b) | Any phrase introduced by the terms including,
include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the
words preceding those terms. |
| (c) | A reference to in writing or written includes email but not
faxes. |
| (d) | Any obligation and/or action of the Guarantors shall
be assumed and/or undertaken on a joint and several basis. Consequently, the Lender may, in its sole discretion, be entitled to take any
applicable action to enforce its rights under this Agreement against any one or all of the Guarantor(s). |
| 2. | Payment guarantee and indemnity |
| 2.1 | In the event of QIND’s default for any reason
howsoever arises under the Shares Subscription and Buy-back Agreement, Artelliq may demand any one or all of the Guarantors to immediately
pay the Buy-back Price to Artelliq subject to the terms of this Agreement. Consequently, each of the Guarantors guarantees to Artelliq
and its successors, transferees and assigns that, whenever QIND does not pay any of the Buy-back Price as they fall due, each of the Guarantors
shall immediately pay on demand applicable Buy-back Price unpaid to Artelliq. |
| 2.2 | Each
of the Guarantors, as principal obligor and as a separate and independent obligation and liability from its obligations under Clause 2.1,
agrees to indemnify Artelliq and keep Artelliq indemnified in full and on demand from and against any and all losses, costs and expenses
suffered or incurred by Artelliq arising out of, or in connection with, any failure of QIND to pay any of the Buy-back Price. |
| 2.3 | If the obligation to pay the Buy-back Price is, or
becomes, unenforceable, invalid or illegal, each of the Guarantors agrees to indemnify Artelliq and keep Artelliq indemnified on demand
against any and all losses, costs and expenses suffered or incurred by Artelliq arising out of, or in connection with, any failure of
QIND to pay the Buy-back Price. |
| 3.1 | This Agreement is a continuing security and shall
cover the ultimate balance of all monies payable under the Shares Subscription and Buy-back Agreement, irrespective of any intermediate
payment in full or in part of the Buy-back Price. |
| 3.2 | Each of the Guarantor waives any right it may have
to require Artelliq to proceed against or enforce any other right or claim for payment against any person (including (without limitation)
QIND) before claiming from the Guarantors under this Agreement. |
| 3.3 | Until all amounts which may be or become payable by
QIND under the Shares Subscription and Buy-back Agreement have been irrevocably paid in full, and unless Artelliq otherwise directs in
writing, the Guarantors shall not enforce any security or exercise any other rights which it may have by reason of performance of its
obligations under this Clause 3, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise. |
| 4. | Additions or variations to the Shares Subscription and Buy-back Agreement |
The Guarantors agree, and authorise
the Borrower, to, from time to time and as necessary, make any additions or variations to the Shares Subscription and Buy-back Agreement,
and agree to guarantee payment of the Buy-back Price as so amended or varied in accordance with the terms of the this Agreement.
| 5.1 | All sums payable by the Guarantors under this Agreement
shall be paid in full to Artelliq in the currency in which the Buy-back Price are payable, free and clear of any deductions or withholdings
of any kind, except for those required by any law or regulation binding on the Guarantors. |
| 5.2 | If the Guarantors are required by law or regulation
to make any deduction or withholding from any payment under this Agreement, it shall also pay whatever additional amount is necessary
to ensure that Artelliq receives the full amount otherwise receivable had there been no deduction or withholding obligation. |
| 5.3 | If
the Guarantors fail to make any payment due to Artelliq under this Agreement by any due date for payment, the Guarantors shall pay default
interest on the overdue amount at the rate of five percent (5%) per annum above the UAE Central Bank's base rate from time to time. Such
default interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before
or after judgment. The Guarantors shall pay the default interest together with the overdue amount. |
| 6.1 | The Guarantors shall on a full indemnity basis pay
to Artelliq on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any value added tax on those
costs and expenses) which Artelliq incurs in connection with: |
| (a) | the preservation, exercise or enforcement of any rights
under or in connection with this Agreement or any attempt to do so; and |
| (b) | any discharge or release of this Agreement. |
| 6.2 | Each Party shall pay its own costs in connection
with the negotiation, preparation, and execution of this Agreement, and all documents ancillary to it. |
| 7. | Guarantors’ representations and warranties |
| 7.1 | Each of the Guarantors represents and warrants to Artelliq that: |
| (a) | where applicable, it is a duly incorporated limited
liability company validly existing under the law of its jurisdiction of incorporation and it has the power to own its assets and carry
on its business as it is being conducted; |
| (b) | it has all requisite power and authority, and has taken
all necessary action, to enable it to enter into, deliver and perform its obligations under this Agreement; |
| (c) | its obligations under this Agreement shall, when executed,
constitute legal, valid, and binding obligations enforceable in accordance with the terms of this Agreement; |
| (d) | it does not require the consent, approval or authority
of any other person to enter into or perform its obligations under this Agreement; |
| (e) | its entry into and performance of its obligations
under this Agreement will not constitute any breach of or default under any contractual, governmental or public obligation binding on
it; and |
| (f) | it is not engaged in any litigation or arbitration
proceedings which might affect its capacity or ability to perform its obligations under this Agreement and, to the best of its knowledge,
no such legal or arbitration proceedings have been threatened or are pending against it. |
| 8.1 | Assignment and other dealings. |
| (a) | Subject to Clause 8.1(b), a Party shall not assign,
transfer, subcontract, or deal in any other manner with any or all of its rights and obligations under this Agreement without Artelliq's
prior written consent. |
| (b) | Artelliq may at any time assign, transfer, charge
or deal in any other manner with any or all of its rights under this Agreement. |
| (a) | Each Party may disclose another party's confidential
information as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority. |
| (b) | No party shall use any other party's confidential
information for any purpose other than to perform its obligations under this guarantee. |
| 8.3 | Entire agreement. This Agreement constitutes
the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations
and understandings between them, whether written or oral, relating to its subject matter. |
| 8.4 | Variation. No variation of this Agreement shall
be effective unless it is in writing and signed by the Parties (or their authorised representatives). |
| (a) | A waiver of any right or remedy under this Agreement
or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. |
| (b) | No failure or delay by a Party to exercise any right
or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent
or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent
or restrict the further exercise of that or any other right or remedy. |
| (a) | If any provision or part-provision of this Agreement
is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability
of the rest of this Agreement. |
| (b) | If any provision or part-provision of this Agreement
is deemed deleted under clause 8.6(a), the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest
extent possible, achieves the intended commercial result of the original provision. |
| (a) | Any notice under or in connection with this Agreement
shall be in English and legible writing and shall be delivered personally or by a reputable commercial courier, or by email to the respective
address given below or at such other address as the Party to be served may have notified the others for the purposes of this Agreement: |
Address:
XX XXX XXXXX, Dubai, UAE
Attention to: Abdullah Sharafi
E-mail:
| (ii) | QIND (QUALITY INDUSTRIAL CORP.) |
Address: 315
Montgomery Street, San Francisco, 94104 California, USA
Attention to: John-Paul Backwell
E-mail: xxxxxxx@xxxxxxxx.com
| (iii) | Guarantor (ILUSTRATO PICTURES INTERNATIONAL INC.) |
Address: 26
Broadway, New York, 10004 New York, USA Attention to: Nicolas Link
E-mail: xxxxxxxx@xxxxxxxx.com
| (iv) | Guarantor (QUALITY INTERNATIONAL CO LTD FZC) |
Address:
6C-02, Hamriyah Free Zone, Phase 2, Sharjah, UAE
Attention to: Saseendran Kodapully Ramakrishnan
E-mail:
| (v) | Guarantor (SASEENDRAN KODAPULLY RAMAKRISHNAN) |
Address:
E-mail:
| (b) | This clause does not apply to the service of any proceedings
or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution which may stipulate
other manners of communication. |
| 8.8 | Third
party rights. This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any
term of this Agreement. |
| 8.9 | Governing law. This Agreement and any dispute
or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall
be governed by and construed in accordance with English law. |
| 8.10 | Jurisdiction. Each Party irrevocably agrees,
subject as provided below, the courts of the Dubai International Financial Centre shall have exclusive jurisdiction over any dispute or
claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Nothing in this clause shall limit the right of Artelliq to take proceedings against any one or all of the Guarantors in any other court
of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in
any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction. |
[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]
THIS AGREEMENT has been executed and takes effect on the date
stated at the beginning of it.
QIND
Signed by /s/ John-Paul
Backwell
John-Paul Backwell,
Chief Executive Officer
for and on behalf of
QUALITY INDUSTRIAL
CORP.
In the presence of:
/s/
Louise Bennett
Name of Witness: Louise Bennett
ARTELLIQ
Signed by /s/ Abdullah
Sharafi
Abdullah Sharafi, Managing Director
for and on
behalf of
ARTELLIQ SOFTWARE TRADING
In the presence of:
/s/
Name of Witness:
GUARANTOR
Signed by /s/ Nicolas
Link
Nicolas Link, Chief Executive Officer
for and on
behalf of
ILUSTRATO PICTURES
INTERNATIONAL INC.
In the presence of:
/s/ Louise Bennett
Name of Witness: Louise Bennett
GUARANTOR
Signed by /s/
Saseendran Kodapully Ramakrishnan
Saseendran
Kodapully Ramakrishnan
Managing Director
for and on behalf of
QUALITY INTERNATIONAL CO LTD FZC
In the presence of:
/s/
Name of Witness:
GUARANTOR
Signed by /s/ Saseendran
Kodapully Ramakrishnan
SASEENDRAN KODAPULLY
RAMAKRISHNAN
In the presence of:
/s/
Name of Witness:
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