UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30,
2023
☐
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to__________
Commission File Number: 000-56239
Ilustrato Pictures International, Inc.
(Exact name of registrant as specified in its charter)
Nevada | | 27-2450645 |
(State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) |
26 Broadway, Suite 934
New York, NY 10004
(Address of principal executive offices)
917-522-3202
(Registrant’s telephone number)
____________
(Former name, former address and former fiscal
year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| | 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. ☐
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
Securities registered pursuant to Section 12(b) of the Act: None
State the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date: 1,629,315,728 common shares as of November 24, 2023
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Our financial statements included in this Form 10-Q are as follows:
These consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions
to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating
results for the interim period ended September 30, 2023, are not necessarily indicative of the results that can be expected for the full
year.
ILUSTRATO PICTURES INTERNATIONAL INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| |
| |
September 30,
2023 | | |
December 31,
2022 | |
ASSETS | |
| |
| | |
| |
Current Assets | |
| |
| | |
| |
Cash and Cash Equivalents | |
4 | |
| 1,587,275 | | |
| 1,478,702 | |
Accounts Receivables | |
5 | |
| 95,815,503 | | |
| 60,690,812 | |
Inventory | |
| |
| 2,274,355 | | |
| 1,877,905 | |
Inventory (work-in-progress) | |
6 | |
| 36,848,297 | | |
| 58,081,202 | |
Other Current Assets | |
7 | |
| 18,939,563 | | |
| 17,062,388 | |
Total Current Assets | |
| |
| 155,464,993 | | |
| 139,191,009 | |
Long term Investments | |
8 | |
| 18,495,263 | | |
| 18,368,326 | |
Right of use of asset | |
9 | |
| 11,906,654 | | |
| 11,906,654 | |
Goodwill | |
10 | |
| 60,944,584 | | |
| 60,310,468 | |
Tangible Assets | |
11 | |
| 20,474,209 | | |
| 21,017,415 | |
Intangible Assets | |
12 | |
| 6,352 | | |
| 623,591 | |
Total Non-Current Assets | |
| |
| 111,829,062 | | |
| 112,226,454 | |
Total Assets | |
| |
| 267,294,055 | | |
| 251,417,463 | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| |
| | | |
| | |
Current Liabilities | |
13 | |
| | | |
| | |
Account Payable | |
| |
| 60,013,057 | | |
| 52,141,842 | |
Current lease liability | |
| |
| 333,515 | | |
| 836,382 | |
Other Current liabilities | |
| |
| 102,559,457 | | |
| 102,059,819 | |
Total Current Liabilities | |
| |
| 162,906,029 | | |
| 155,038,043 | |
Non-current liabilities | |
14 | |
| | | |
| | |
Notes Payable | |
| |
| 11,855,013 | | |
| 10,550,000 | |
Non-current lease liability | |
| |
| 12,192,300 | | |
| 13,696,729 | |
Other non-current liabilities | |
| |
| 15,013,029 | | |
| 16,015,558 | |
Total Non-Current Liabilities | |
| |
| 39,060,342 | | |
| 40,262,287 | |
Total Liabilities | |
| |
| 201,966,371 | | |
| 195,300,330 | |
Stockholders’ Equity | |
| |
| | | |
| | |
Common Stock: 2,000,000,000 shares authorized, $0.001 par value, 1,556,878,281and 1,355,230,699 issued and outstanding | |
15 | |
| 1,556,878 | | |
| 1,355,230 | |
Preferred Stock: 235,741,000 authorized, $0.001 par value, | |
15 | |
| | | |
| | |
Class A - 10,000,000 authorized; 10,000,000 issued and outstanding | |
| |
| 10,000 | | |
| 10,000 | |
Class B - 100,000,000 authorized; 3,400,000 issued and outstanding | |
| |
| 3,400 | | |
| 3,400 | |
Class C - 10,000,000 authorized; 0 issued and outstanding | |
| |
| — | | |
| — | |
Class D - 60,741,000 authorized; 60,741,000 issued and outstanding | |
| |
| 60,741 | | |
| 60,741 | |
Class E - 5,000,000 authorized; 3,172,175 issued and outstanding | |
| |
| 3,172 | | |
| 3,172 | |
Class F - 50,000,000 authorized; 1,668,250 issued and outstanding | |
| |
| 1,668 | | |
| 1,633 | |
Additional Paid-in-capital | |
| |
| 22,949,605 | | |
| 21,474,067 | |
Other Comprehensive Income | |
16 | |
| 27,253 | | |
| (20,666 | ) |
Non-Controlling Interest | |
17 | |
| 33,228,672 | | |
| 24,386,712 | |
Retained Earnings | |
| |
| 7,014,150 | | |
| 5,126,274 | |
Net Income | |
| |
| 472,145 | | |
| 4,559,375 | |
Total Stockholders’ Equity | |
| |
| 65,327,684 | | |
| 56,117,132 | |
| |
| |
| | | |
| | |
Total Liabilities and Stockholders’ Equity | |
| |
| 267,294,055 | | |
| 251,417,463 | |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
ILUSTRATO PICTURES INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
| |
For the Three Months Ended | | |
For the Nine months ended | |
| |
September 30,
2023 | | |
September 30,
2022 | | |
September 30,
2023 | | |
September 30,
2022 | |
NET REVENUE | |
| 24,120,561 | | |
| 20,419,421 | | |
| 67,476,168 | | |
| 43,110,166 | |
COST OF REVENUE | |
| 15,469,041 | | |
| 13,608,451 | | |
| 44,389,499 | | |
| 28,580,965 | |
GROSS PROFIT | |
| 8,651,520 | | |
| 6,810,970 | | |
| 23,086,669 | | |
| 14,529,201 | |
Operating Expenses: | |
| | | |
| | | |
| | | |
| | |
Selling and Distribution Expense | |
| 19,250 | | |
| 25,450 | | |
| 66,989 | | |
| 25,450 | |
General, Selling & Administrative Expenses | |
| 5,445,612 | | |
| 4,119,346 | | |
| 11,587,107 | | |
| 8,141,266 | |
Other Operating Expenses | |
| 160,788 | | |
| 169,792 | | |
| 1,148,210 | | |
| 440,703 | |
Depreciation | |
| 722,157 | | |
| 587,813 | | |
| 2,047,168 | | |
| 1,739,310 | |
Total Operating Expense | |
| 6,347,807 | | |
| 4,902,401 | | |
| 14,849,474 | | |
| 10,346,729 | |
PROFIT/ LOSS FROM OPERATIONS | |
| 2,303,713 | | |
| 1,908,569 | | |
| 8,237,195 | | |
| 4,182,472 | |
Non-Operating Expenses | |
| 2,054,165 | | |
| 721,075 | | |
| 6,097,465 | | |
| 1,226,020 | |
Non-Operating Income | |
| 222,597 | | |
| | | |
| 227,301 | | |
| | |
NET PROFIT/ LOSS | |
| 472,145 | | |
| 1,187,494 | | |
| 2,367,031 | | |
| 2,956,452 | |
BASIC EARNING PER SHARE | |
| 0.00 | | |
| 0.00 | | |
| 0.00 | | |
| 0.00 | |
WEIGHTED AVERAGE SHARES OUTSTANDING | |
| 1,556,878,281 | | |
| 1,271,530,699 | | |
| 1,556,878,281 | | |
| 1,271,530,699 | |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
ILUSTRATO PICTURES INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’
DEFICIT
(UNAUDITED)
For the Nine Months Ended September 30, 2023
| |
Common
Stock | | |
Preferred
Stock -
Class A | | |
Preferred
Stock -
Class B | | |
Preferred
Stock -
Class D | | |
Preferred
Stock -
Class E | | |
Preferred
Stock -
Class F | | |
Additional Paid in | | |
Minority | | |
Retained | | |
Total
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Interest | | |
Earnings | | |
Equity | |
Balance
December 31, 2022 | |
| 1,355,230,699 | | |
| 1,355,230 | | |
| 10,000,000 | | |
| 10,000 | | |
| 3,400,000 | | |
| 3,400 | | |
| 60,741,000 | | |
| 60,741 | | |
| 3,172,175 | | |
| 3,172 | | |
| 1,633,250 | | |
| 1,634 | | |
| 20,631,261 | | |
| 24,386,712 | | |
| 9,664,983 | | |
| 56,117,132 | |
Common stock issued | |
| 63,850,000 | | |
| 63,850 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 484,650 | | |
| | | |
| - | | |
| 548,500 | |
Common stock cancelled | |
| (40,000,000 | ) | |
| (40,000 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 40,000 | | |
| - | |
Preferred stock issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 35,000 | | |
| 35 | | |
| 2,205 | | |
| | | |
| - | | |
| 2,240 | |
Preferred stock cancelled | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
Changes in Retained earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (333,635 | ) | |
| (333,635 | ) |
Current Quarter Income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| 914,662 | | |
| 914,662 | |
Income transferred to Minority
Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 1,306,458 | | |
| (1,306,458 | ) | |
| | |
Balance
March 31, 2023 | |
| 1,379,080,699 | | |
| 1,379,081 | | |
| 10,000,000 | | |
| 10,000 | | |
| 3,400,000 | | |
| 3,400 | | |
| 60,741,000 | | |
| 60,741 | | |
| 3,172,175 | | |
| 3,172 | | |
| 1,668,250 | | |
| 1,668 | | |
| 21,118,116 | | |
| 25,693,170 | | |
| 8,979,553 | | |
| 57,248,900 | |
Common stock issued | |
| 55,300,000 | | |
| 55,300 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 547,800 | | |
| | | |
| - | | |
| 603,100 | |
Preferred stock converted
in common | |
| 10,000,000 | | |
| 10,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (100,000 | ) | |
| (100 | ) | |
| | | |
| | | |
| - | | |
| 9,900 | |
Preferred stock issued | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 100,000 | | |
| 100 | | |
| | | |
| | | |
| - | | |
| 100 | |
Preferred stock cancelled | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| | | |
| | | |
| - | | |
| - | |
Changes in Retained earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (216,412 | ) | |
| (216,412 | ) |
Current Quarter Income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| | | |
| 980,224 | | |
| 980,224 | |
Income transferred to Minority
Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 257,759 | | |
| (2,386,489 | ) | |
| (2,128,730 | ) |
QIND Income transferred to
Minority Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,723,114 | | |
| | | |
| 3,723,114 | |
Balance
June 30, 2023 | |
| 1,444,380,699 | | |
| 1,444,381 | | |
| 10,000,000 | | |
| 10,000 | | |
| 3,400,000 | | |
| 3,400 | | |
| 60,741,000 | | |
| 60,741 | | |
| 3,172,175 | | |
| 3,172 | | |
| 1,668,250 | | |
| 1,668 | | |
| 21,665,916 | | |
| 29,674,043 | | |
| 7,356,876 | | |
| 60,220,196 | |
Common stock issued against
Services | |
| 21,665,710 | | |
| 21,666 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 470,146 | | |
| | | |
| | | |
| 491,812 | |
Common stock issued against
Note conversion | |
| 53,125,000 | | |
| 53,125 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 478,125 | | |
| | | |
| | | |
| 531,250 | |
Common stock issued for Cash | |
| 37,081,872 | | |
| 37,082 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 322,918 | | |
| | | |
| | | |
| 360,000 | |
Common stock issued as commitment
shares | |
| 625,000 | | |
| 625 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 12,500 | | |
| | | |
| | | |
| 13,125 | |
Current Quarter Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 472,145 | | |
| 472,145 | |
Income transferred to Minority
Interest | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| 3,554,629 | | |
| | | |
| 3,554,629 | |
Changes in Retained earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (315,472 | ) | |
| (315,472 | ) |
Balance
September 30, 2023 | |
| 1,556,878,281 | | |
| 1,556,878 | | |
| 10,000,000 | | |
| 10,000 | | |
| 3,400,000 | | |
| 3,400 | | |
| 60,741,000 | | |
| 60,741 | | |
| 3,172,175 | | |
| 3,172 | | |
| 1,668,250 | | |
| 1,668 | | |
| 23,949,605 | | |
| 33,228,672 | | |
| 7,513,548 | | |
| 65,327,684 | |
For the Nine Months Ended September 30, 2022
STATEMENT OF STOCKHOLDERS’ EQUITY | |
| |
Common
Stock | | |
Preferred
Stock - Class A | | |
Preferred
Stock - Class B | | |
Preferred
Stock - Class D | | |
Preferred
Stock - Class E | | |
Preferred
Stock - Class F | | |
Additional
Paid in | | |
Share
capital of | | |
Accumulated | | |
Total
Stockholders’ | |
| |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Subsidiaries | | |
Deficit | | |
Equity | |
Balance
Dec 31, 2021 | |
| 1,243,530,699 | | |
$ | 1,243,531 | | |
| 10,000,000 | | |
$ | 10,000 | | |
| 2,200,000 | | |
$ | 2,200 | | |
| 60,741,000 | | |
$ | 60,741 | | |
| 3,172,175 | | |
$ | 3,172 | | |
| 5,800,000 | | |
$ | 5,800 | | |
$ | 3,664,118 | | |
| | | |
$ | 13,081,367 | | |
$ | 18,070,929 | |
Shares issued | |
| 70,000,000 | | |
$ | 70,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 124,746 | | |
| | | |
$ | 636,636 | | |
$ | 831,382 | |
Balance
Mar 31, 2022 | |
| 1,313,530,699 | | |
$ | 1,313,531 | | |
$ | 10,000,000 | | |
$ | 10,000 | | |
$ | 2,200,000 | | |
$ | 2,200 | | |
| 60,741,000 | | |
$ | 60,741 | | |
| 3,172,175 | | |
$ | 3,172 | | |
| 5,800,000 | | |
$ | 5,800 | | |
| 3,788,864 | | |
| | | |
$ | 13,718,003 | | |
$ | 18,902,311 | |
Share Capital of Subsidiary | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common stock converted into
Preferred B | |
| (120,000,000 | ) | |
$ | (120,000 | ) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | (120,000 | ) |
Preferred Stock Converted
to Common Stock | |
| 25,000,000 | | |
$ | 25,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 25,000 | |
Convertible notes converted
to common stock | |
| 53,000,000 | | |
$ | 53,000 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 53,000 | |
Common stock converted into
Preferred | |
| | | |
| | | |
| | | |
| | | |
| 1,200,000 | | |
$ | 1,200 | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 1,200 | |
Preferred Stock Converted
to Common Stock | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| (243,250 | ) | |
$ | (243 | ) | |
| | | |
| | | |
| | | |
$ | (243 | ) |
Changes in Add Capital | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 12,633,277 | | |
| | | |
| | | |
$ | 12,633,277 | |
Current quarter income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 1,132,322 | | |
$ | 1,132,322 | |
Changes in Retained Earnings | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | (11,589,135 | ) | |
$ | (11,589,135 | ) |
Balance
June 30, 2022 | |
| 1,271,530,699 | | |
$ | 1,271,531 | | |
$ | 10,000,000 | | |
$ | 10,000 | | |
| 3,400,000 | | |
$ | 3,400 | | |
| 60,741,000 | | |
$ | 60,741 | | |
| 3,172,175 | | |
$ | 3,172 | | |
| 5,556,750 | | |
$ | 5,557 | | |
$ | 16,422,141 | | |
$ | - | | |
$ | 3,261,190 | | |
$ | 21,037,732 | |
Common Stock issued | |
| 53,700,000 | | |
$ | 53,700 | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 0 | | |
| 0 | | |
$ | - | | |
| | | |
$ | - | | |
$ | 53,700 | |
Preferred Stock issued | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| - | | |
| - | | |
| - | | |
$ | - | | |
| - | | |
$ | - | | |
| 1500 | | |
$ | 1.5 | | |
$ | - | | |
| | | |
$ | - | | |
$ | 2 | |
Current Quarter Income | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 1,187,494 | | |
$ | 1,187,494 | |
Changes in Additional Capital | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 563,900 | | |
| | | |
| | | |
$ | 563,900 | |
Foreign exchange adjustment | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 17,158 | | |
$ | 17,158 | |
Share Capital of subsidiaries | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
$ | 563,393 | | |
$ | - | | |
$ | 563,393 | |
Balance
September 30, 2022 | |
| 1,325,230,699 | | |
$ | 1,325,231 | | |
| 10,000,000 | | |
$ | 10,000 | | |
| 3,400,000 | | |
$ | 3,400 | | |
| 60,741,000 | | |
$ | 60,741 | | |
| 3,172,175 | | |
$ | 3,172 | | |
| 5,558,250 | | |
$ | 5,559 | | |
$ | 16,986,041 | | |
$ | 563,393 | | |
$ | 4,465,842 | | |
$ | 23,423,378 | |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
ILUSTRATO PICTURES INTERNATIONAL INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| |
For the Nine Months Ended | |
| |
September 30, 2023 | | |
September 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |
| | |
| |
Net Loss/ Profit | |
| 2,367,031 | | |
| 2,956,452 | |
Adjustment to reconcile net gain (loss) to net cash | |
| | | |
| | |
Non- Cash non- operating Expenses | |
| 3,517,233 | | |
| | |
Depreciation | |
| 2,047,167 | | |
| 44,518 | |
Finance cost | |
| 3,889,223 | | |
| 340,217 | |
Discount on convertible Notes | |
| | | |
| | |
Changes in Assets and Liabilities, net | |
| | | |
| | |
Current Assets | |
| (16,165,412 | ) | |
| (41,532,128 | ) |
Other Current Liabilities | |
| 7,992,208 | | |
| 28,071,183 | |
Net cash (used in) provided by operating activities | |
| 3,647,450 | | |
| (10,119,758 | ) |
| |
| | | |
| | |
CASH FLOWS FROM INVESTING ACTIVITIES | |
| | | |
| | |
Addition/ Disposal of Fixed Assets | |
| (1,505,960 | ) | |
| 1,450,143 | |
Changes in Non-current assets | |
| (126,938 | ) | |
| 1,389,004 | |
Changes in Non- Current Liabilities | |
| (2,506,959 | ) | |
| 1,484,805 | |
Net cash (used in) provided by investing activities | |
| (4,139,857 | ) | |
| 4,323,952 | |
| |
| | | |
| | |
CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
Funds raised through notes | |
| 4,718,302 | | |
| | |
Finance cost | |
| (1,064,033 | ) | |
| 5,925,000 | |
Funds raised through issuance of Stock | |
| 360,000 | | |
| | |
Note settled | |
| (3,413,289 | ) | |
| | |
Net cash (used in) provided by financing activities | |
| 600,980 | | |
| 5,925,000 | |
| |
| | | |
| | |
Net change in cash, cash equivalents and restricted cash | |
| 108,573 | | |
| 129,194 | |
Cash, cash equivalents and restricted cash, beginning of the year | |
| 1,478,702 | | |
| 176,688 | |
Cash, cash equivalents and restricted cash, end of the year | |
| 1,587,275 | | |
| 305,862 | |
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
ILUSTRATO
PICTURES INTERNATIONAL INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE
1. ORGANIZATION, HISTORY AND NATURE OF BUSINESS
| a) | We were incorporated as a Superior Venture Corp. on April 27, 2010, in the State of Nevada for the purpose of selling wine varietals. On November 9, 2012, we entered into an Exchange Agreement with the Ilustrato Pictures Ltd., a British Columbia corporation (Ilustrato BC”), whereby we acquired all the issued and outstanding common stock of Ilustrato BC. On November 30, 2012, Ilustrato BC transferred all of its assets and liabilities to Ilustrato Pictures Limited, our wholly owned subsidiary in Hong Kong (“Ilustrato HK”). On February 11, 2013, we changed the name to Ilustrato Pictures International, Inc. |
| b) | On April 1, 2016, Barton Hollow, together with the newly elected director of the issuer, caused the Issuer to enter into a letter of Intent to merger with Cache Cabinetry, LLC, and Arizona limited liability company. Pursuant to the Letter of Intent, the parties thereto would endeavor to arrive at, and enter into, a definitive merger agreement providing for the Merger. As an inducement to the members of Cache Cabinetry, LLC to enter into the Letter of Intent and thereafter transact, the Issuer caused to be issued to the members 360,000,000 shares of its common stock. |
|
c) |
Subsequently, on April
6, 2016, the Issuer and Cache Cabinetry, LLC entered into a definitive agreement and Plan of Merger (the “Merger Agreement”).
Concomitant therewith, the stockholders of the Issuer elected Derrick McWilliams, the President of Cache Cabinetry, LLC Chief Executive
Officer of the Issuer, who along with Barton Hollow, ratified and approved the Merger Agreement and Merger. |
|
d) |
The Merger closed on June
3, 2016. The merger is designed as a reverse subsidiary merger pursuant to Section 368(a)(2)(E) of the Internal Revenue Code. That
is, upon closing, Cache Cabinetry LLC will merger into a newly created subsidiary of the Issuer with the members of Cache Cabinetry,
LLC receiving shares of the common stock of the Issuer as consideration therefor. Upon closing of the Merger, Cache Cabinetry, LLC
will be the surviving corporation in its merger with the wholly owned subsidiary of the Issuer, therefore has become the wholly owned
operating subsidiary of the Issuer. |
|
e) |
On November 9th, 2018,
the Company entered into a Term Sheet for Plan of Merger and Control with Larson Elmore. |
|
f) |
As
a part of share purchase arrangement between Lee Larson Elmore and FB Technologies Global Inc., Nick Link, the owner of FB Technologies
Global Inc. replaced Lee Larson Elmore as CEO of Ilustrato Pictures International Inc. on January 14, 2021, and we eventually got
control over activities and books of accounts of Ilustrato Pictures International Inc. from the date January 14, 2021. So, we are
not aware about facts mentioned above vide note no. 1(A), 1(B), 1(C), 1(D), 1(E), 1(F) and 1(G) ‘organization, history, and business’
as they are related to prior to the date on which control over activities and books of accounts of Ilustrato Pictures International
Inc. were handed over to us. Thus, those events have been reiterated as disclosed in previous fillings made by the preceding management
of the company with SEC. |
| g) | On June 10, 2020, the Company entered into a definitive agreement with FB Fire Technologies Ltd. for the conversion of debt. The shareholders were issued 2,500,000 shares of Class E Preferred Stock and BrohF Holdings Ltd., a creditor of the company was issued 672,175 shares. A final tranche of shares for debt conversion will be issued to the shareholders following the audited financials for 2022. |
| h) | Firebug Mechanical Equipment LLC (Firebug Group – U.A.E.) was incorporated on May 8, 2017. ILUS acquired 100% of this company on January 26, 2021, under a signed Share Purchase Agreement. This company is engaged in the business of research and development of firefighting technologies as well as the manufacturing firefighting equipment and firefighting vehicles for its customers in the Middle East, Asia, and Africa. |
| i) | Georgia Fire & Rescue Supply LLC (Georgia Fire) was incorporated on the January 21, 2003. ILUS acquired 100% of this company on March 31, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution and servicing/maintenance of Firefighting, Rescue and Emergency Medical Services equipment. |
| j) | Bright Concept Detection and Protection System LLC (BCD Fire) was incorporated on March 18, 2014. ILUS acquired 100% of this company on April 13, 2021, in connection a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution, installation and maintenance of Fire Protection and Security systems. |
| k) | Bull Head Products Inc. was incorporated on June 8, 2007. ILUS acquired 100% of this company on January 1, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of manufacturing of aluminum truck beds and brush truck skid units for firefighting purposes including wildland firefighting. |
|
l) |
Emergency Response Technologies,
Inc. This company was incorporated by ILUS on February 22, 2022, as the company’s Emergency Response Subsidiary. This company
is engaged in the business of public safety and emergency response focused mergers and acquisitions. |
|
m) |
E-Raptor. This company
was incorporated by ILUS as the company’s Commercial Electric Utility Vehicle manufacturer on February 22, 2022. This company
is engaged in the business of manufacturing electric utility vehicles for the emergency response, agricultural, industrial, hospitality
and transport sectors. |
|
n) |
Replay Solutions was incorporated
by ILUS on March 1, 2022. The company is engaged in the business of recovering precious metals from electronic waste, known as urban
mining. |
| o) | Quality Industrial Corp. was originally incorporated on May 4, 1998. ILUS acquired 77% of this company on May 28, 2022, under a signed Share Purchase Agreement. This company is engaged in the industrial, oil & gas, and manufacturing sectors. Quality Industrial Corp. is a public company which trades on the OTC Market under the ticker QIND and is designed as a Special Purpose Vehicle for our industrial and manufacturing division as well as for our operating company Quality International Co Ltd FCZ and other future acquisitions. |
| p) | AL Shola Al Modea Safety and Security LLC is a fire safety company registered in the United Arab Emirates. The company has signed a Share Purchase Agreement to acquire 51% control of AL Shola Al Modea Safety and Security LLC (ASSS) on December 13, 2022. |
| q) | Quality International Co Ltd FCZ is a United Arab Emirates registered process manufacturing and engineering company. It manufactures custom solutions for the oil and gas, power/energy, water, desalination, wastewater, offshore and public safety industries. Quality Industrial Corp. signed a binding letter of intent on June 28, 2022, and the definitive Share Purchase Agreement on January 18, 2023, to acquire a 52% interest in Quality International Co Ltd FCZ. |
|
s) |
Hyperion Defense Solutions
(Hyperion) was incorporated on February 13, 2023, and alongside two experienced and esteemed British military veterans, Chris Derbyshire,
and Tim Grey. Through their combined 34 years of military service and 22 years holding senior roles in the defense sector,
they have amassed a wealth of technical expertise and senior roles in the defense sector, senior
level contacts as well as an acute understanding of defense customer requirements and military procurement processes. |
NOTE
2. SUMMARY OF SIGNIFICANT POLICIES
Basis
of Presentation and Principles of consolidation
The
accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of ILUS
and all of its majority - owned or controlled subsidiaries are prepared in conformity with generally accepted accounting principles in
the United States of America (U.S. GAAP). All significant inter-company accounts and transactions
have been eliminated. Further, while preparing consolidated financial statements, all the U.S. GAAP principles of consolidation
have been followed and non-controlling interest have been recorded separately in the Consolidated Balance sheets.
The
following companies are consolidated on the basis of Mergers & Acquisitions:
| 2. | Firebug
Mechanical Equipment LLC |
| 3. | Bull
Head products Inc. |
| 4. | Georgia
Fire & Rescue supply LLC |
| 5. | Bright
Concept and protection System LLC |
| 6. | Quality
Industrial Corp. |
| 7. | AL
Shola Al Modea Safety and Security LLC |
| 8. | Hyperion
Defense Solutions |
Use
of estimates
A
critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves
a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company’s
financial condition or results of operations.
The
Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make
estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its
estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information
and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form
the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources.
Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial
information that fairly depicts the results of operations for all periods presented.
Significant
estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition
of Contract based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases
its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Fair
value of financial instruments
The
carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature
of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial
instruments.
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The
Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable.
| ● | Level
1. Quoted prices in active markets for identical assets or liabilities. These are typically
obtained from real-time quotes for transactions in active exchange markets involving identical
assets. |
| ● | Level
2. Quoted prices for similar assets and liabilities in active markets; quoted prices included
for identical or similar assets and liabilities that are not active; and model-derived valuations
in which all significant inputs and significant value drivers are observable in active markets.
These are typically obtained from readily available pricing sources for comparable instruments. |
| ● | Level
3. Unobservable inputs, where there is little or no market activity for the asset or liability.
These inputs reflect the reporting entity’s own beliefs about the assumptions that
market participants would use in pricing the asset or liability, based on the best information
available in the circumstances. |
Revenue
Recognition
The
Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers
(ASC 606).
The
principal activity of the Company is to engage in general trading, manufacturing and fabrication or steel and steel products and mainly
manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and piping. Revenue from contracts with customers
is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which
the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal
in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.
Construction
contracts
Construction
contract revenue and contract costs are recognized as revenue and expenses respectively by reference to the stage of completion of the
contract activity at the end of the reporting period when the outcome of a construction contract can be estimated reliably. The percentage
of completion method of accounting requires the reporting of revenues and expenses on a yearly basis, as determined by the percentage
of the contract that has been fulfilled. The stage of completion is measured by reference to the proportion of the costs incurred to
date.
When
the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred
that are likely to be recoverable and contracts costs are recognized as expense in the period in which they are incurred. An expected
loss on the construction contract is recognized as an expense immediately when it is probable that total contract costs will exceed total
contract revenue.
The
Company principally operates fixed price contracts. If the outcome of such a contract can be reliably measured, revenue associated with
the construction contract is recognized by reference to the stage of completion of the contract activity at year end (the percentage
of completion method).
The
outcome of a construction contract can be estimated reliably when:
|
● |
the total contract revenue
can be measured reliably; |
|
● |
it is probable that the
economic benefits associated with the contract will flow to the entity; |
|
● |
the costs to complete the
contract and the stage of completion can be measured reliably; and |
|
● |
the contract costs attributable
to the contract can be clearly identified and measured reliably so that actual contract costs incurred can be compared with prior
estimates. When the outcome of a construction cannot be estimated reliably (principally during early stages of a contract), contract
revenue is recognized only to the extent of costs incurred that are expected to be recoverable. |
In
applying the percentage of completion method, revenue recognized corresponds to the total contract revenue (as defined below) multiplied
by the actual completion rate based on the proportion of total contract costs (as defined below) incurred to date over the total estimated
contract costs.
Contract
revenue corresponds to the initial amount of revenue agreed in the contract and any variations in contract work, claims and incentive
payments to the extent that it is probable that they will result in revenue, and they are capable of being reliably measured.
Contract
costs include costs that relate directly to the specific contract and costs that are attributable to contract activity in general and
can be allocated to the contract.
The
Company’s contracts are typically negotiated for the construction of a single asset or a group of assets which are closely interrelated
or interdependent in terms of their design, technology, and function. In certain circumstances, the percentage of completion method is
applied to the separately identifiable components of a single contract or to a group of contracts together in order to reflect the substance
of a contract or a group of contracts.
Accounts
Receivable
Accounts
receivables are recorded at face value less an allowance for credit losses. The allowance is an estimate based on historical collection
experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable.
Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking
information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before
recording the appropriate provision.
Allowance
for Doubtful Accounts
An
allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible
accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance
based on historical write off percentages and information collected from individual customers. Accounts receivables are charged off against
the allowances when collectability is determined to be permanently impaired.
Stock
Based Compensation
When
applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation”
(“ASC 718”). Stock-based payments to employees include grants of stocks, grants of stock options and issuance of warrants
that are recognized in the consolidated statement of operations based on their fair values at the date of grant.
In
accordance with ASC 718, the company will generally apply the same guidance to both employee and nonemployee share-based awards. However,
the company will also follow specific guidance for share-based awards to nonemployees related to the attribution of compensation cost
and the inputs to the option-pricing model for expected term. Nonemployee share-based payment equity awards are measured at the grant-date
fair value of the equity instruments, similar to employee share-based payment equity awards.
The
Company calculate the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based
compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC
718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees,
and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeiture”
is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered
stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expenses for the period.
In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns.
The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis
over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Earnings
(Loss) per Share
The
Company reports earnings (loss) per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic earnings (loss)
per share is computed by dividing income (loss) available to shareholders by the weighted average number of shares available. Diluted
earnings (loss) per shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except
the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had
been issued and if the additional shares were dilutive.
Organization
and Offering Cost
The
Company has a policy to expense organization and offering costs as incurred.
Cash
and Cash Equivalents
For
purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments
with maturities of three months or less.
Concentration
of Credit Risk
The
Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time
to time exceed the federally insured limit.
Business
segment
ASC
280, “Segment Reporting” requires use of the “management approach” model for segments reporting. The management
approach model is based on the way a company’s management organizes segments within the company for making operating decisions
and assessing performance. A Division overview presented in the Management Discussion and analysis filed with this form 10-Q.
Leases
The
Company accounts for leases with escalation clauses and rent holidays on a straight-line basis in accordance with Accounting Standards
Codification (ASC) 842, “Lease”. The deferred rent expenses liability associated with future lease commitments was reported
under the caption “Other long-term obligation” on our consolidated balance sheet. The Company has Lease arrangement for which
the liability has been recorded separately. Such Lease arrangements corresponds to the operating subsidiary QIND.
Lease
liabilities
At
the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made
over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include, if any, the exercise price of a purchase option reasonably certain to be exercised by the Company and payments
of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate.
The
variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition
that triggers the payment occurs.
In
calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the
interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased
to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
The
Company’s subsidiary, Quality International, has entered into commercial leases of land for offices, manufacturing yards and storage
facilities. These leases generally have a lease term of 25 years. The Company’s obligations under its leases are secured by the
lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company
also has leases with terms of 12 months or less and leases with low value.
The
Company has a Lease arrangement for which the liability has been recorded separately. The Company determines whether an arrangement contains
a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based
on the present value of fixed and certain index-based lease payments at lease commencement.
The
Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions
placed upon the Company by entering into these leases. The Company determines if an arrangement is or contains a lease at contract inception
and recognizes a ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease
commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which
the payment is made.
The
Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot
determine the interest rate implicit in the lease because it does not have access to certain lessor specific information. Lease expense
is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected
not to separate payments for lease components from payments for non-lease components for all classes of leases. Additionally, the Company
has elected the short-term lease recognition exemption for all leases that qualify, which means ROU assets and lease liabilities will
not be recognized for leases with an initial term of twelve months or less.
When
accounting for finance leases in accordance with ASC 842, entity recognizes interest on the lease liability and amortization of the ROU
asset in the income statement and classify payments of the principal portion of the lease liability as financing activities and payments
of interest on the lease liability as operating activities.
Short-term
leases and leases of low-value assets
The
Company accounts for leases with escalation clauses in accordance with Accounting Standards Codification (ASC) 842, “Lease”.
The
Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12
months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to be low value. Low value asset consideration is those less than USD 5,000.
Lease payments on short-term leases and leases of low value assets are recognized as expense on a straight-line basis over the lease
term.
Recent
Accounting Pronouncements
The
Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined
that a new accounting pronouncement affects the Company’s financial report, the Company undertakes a study to determine the consequences
of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials
properly reflect the change. The Company currently does not have any recent accounting pronouncement that they are studying, and feel
may be applicable.
Off-Balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to stockholders.
Rounding
Off
Figures
are rounded off to the nearest $, except value of EPS and number of shares.
NOTE
3. GOING CONCERN
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.
Management
evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements are issued and determined. The Company’s ability to continue as a going concern is dependent on the Company’s
ability to continue to generate sufficient revenues and raise capital within one year from the date of filing.
Over
the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however,
no assurance can be given that debt or equity financing, if and when required, will be available.
NOTE
4. CASH AND CASH EQUIVALENTS
For purposes of the statements
of cash flows, in accordance with ASC 230-10-20 the Company considers all highly liquid investments and short-term debt instruments with
original maturities of three months or less to be cash equivalents. There was $1,587,275 in cash and cash equivalents as of September
30, 2023, and $1,478,702 as of December 31, 2022, respectively.
NOTE
5. ACCOUNTS RECEIVABLES
Accounts
receivables are recorded at face value less an allowance for credit losses. The allowance is an estimate based on historical collection
experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable.
Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking
information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before
recording the appropriate provision.
Major
Accounts receivable are from our subsidiary QIND. The duration of such receivables extends from 30 days beyond 12 Months with an average
of 60 days. Payments are received only when a project milestone or entire project is completed, and approvals are obtained. Provisions
are created based on the estimated irrecoverable amounts determined by referring to past default experience. The accounts receivable
that extends beyond 12 months, amounting to $30,095,285 as of September 30, 2023, and December 31, 2022, for both periods respectively,
due to warranties and legacy receivables are guaranteed by Gerab National Enterprises LLC.
NOTE
6. INVENTORY - WORK IN PROGRESS
Work
In Progress only reflects the value of products in intermediate production stages and excludes the value of finished products being held
as inventory in anticipation of future sales and raw materials not yet incorporated into an item for sale.
NOTE
7. OTHER CURRENT ASSETS
Other
Current Assets | |
September
30,
2023 | | |
December
31,
2022 | |
Retention and
other Receivables | |
| 2,590,611 | | |
| 2,800,612 | |
Amount due from Related Parties | |
| 1,794,218 | | |
| 1,794,218 | |
Deposits | |
| 1,547,977 | | |
| 1,550,914 | |
Accrued Discount on Convertible
notes | |
| 79,089 | | |
| 100,000 | |
Advance to sub-Contractors | |
| 7,292,624 | | |
| 7,572,440 | |
Other misc Current Assets | |
| 541,320 | | |
| 194,937 | |
Prepaid assets | |
| 109,736 | | |
| 278,192 | |
loans advanced | |
| 647,456 | | |
| 578,367 | |
Directors Current Account | |
| 2,279,322 | | |
| 2,096,777 | |
Statutory dues Receivable | |
| 48,852 | | |
| 46,326 | |
Staff Advances | |
| 8,358 | | |
| 49,605 | |
Buy
back commitment | |
| 2,000,000 | | |
| 0 | |
Total | |
| 18,939,563 | | |
| 17,062,388 | |
Other
Misc. Current Assets:
Other
Misc. Current Assets as mentioned in the above table includes advances paid in connection with the operations of the company.
|
● |
Advances
to Suppliers and sub- Contractors: Advances have been paid to the suppliers in the ordinary course of business for procurement of
specialized material and equipment required in the process of manufacturing of pressure vessels, tanks, heat exchangers and construction
of storage tanks and pipes. The Industrial and Manufacturing Division engages in the production of process equipment, pressure
vessels, and substantial offshore structures. To undertake these projects, the company is required to make substantial upfront investments
in materials and machinery. These projects involve many processes and take a long time to complete. |
|
|
|
|
● |
Loan advanced refers to
the amount advanced by a company in the ordinary course of business and includes amount paid for set up of new businesses. |
|
● |
Retention Receivables relates
to a percentage of the contract price being retained by the customers for a period of 12 to 18 months (as per contract agreements),
for the purpose of repair of damages (if any), that arise as a result of work done on the projects by the Company. These amounts
are received at the expiration of the retention period. |
|
|
|
|
● |
Other Receivables represents claims for damages from
suppliers. |
Related
party Advances:
As
of September 30, 2023, and September 30, 2022, the Company had amounts due to Quality Industrial Corp. (“QIND”), a subsidiary
of the Company, of $397,390 and $(30,000), respectively. These figures are related to an intercompany loan agreement executed by and
between the Company and QIND on June 15, 2022. The maximum principal amount to be borrowed by either party from each other under the
agreement is $1,000,000. The purpose of the agreement is to provide for working capital to either the Company or QIND through cash advances
on an unsecured basis requested by either party at any time and from time to time in amounts of up to $100,000 and the agreement shall
automatically be renewed for successive one-year terms thereafter unless terminated. The intercompany loan agreement has a term of one
year from the date of execution and all cash advances mature and become payable on the termination date. Any unpaid principal accrues
simple interest from the date of each cash advance until payment in full at a rate equal to 1% per annum.
As
of September 30, 2023, and September 30, 2022, the Company had amounts due from Gerab National Enterprises LLC (“Gerab”),
a shareholder of Quality International, the operating subsidiary of the Company, of $1,794,218 and $4,990,679, respectively. Gerab is
a large supplier of piping and steel solutions located in the UAE and supplies piping and steel to Quality International. The amounts
due are related to an advance in connection with the supply of materials for which delivery was delayed. The amount due has reduced following
resumption of the delayed project leading to delivery of the materials as per project milestones. The amount due will be further reduced
by the end of as the remaining materials are delivered. As per the audited financial statements of Quality International, outstanding
balances at the year-end arise in the normal course of business. For the year ended June 30, 2023, Quality International has not recorded
impairment of amounts owed by any related party, as the provision for expected credit losses on the amounts due from a related party
was not material to the financial statements and the credit risk associated with it, is assessed as low/nil for the period June 30, 2022.
On
September 15, 2023, QIND issued 2,000,000 shares to Nicolas Link of QIND common stock pursuant to his employee contract with a grant-date
and fair market value of $0.27.
On
September 15, 2023, QIND issued 2,000,000 shares to John-Paul Backwell QIND common stock, pursuant to his employee contract, with a grant-date
and fair market value of $0.27.
On
September 15, 2023, QIND issued 1,250,000 shares to Carsten Kjems Falk of QIND common stock, pursuant to his employee contract, with
a grant-date and fair market value of $0.27.
On
September 15, 2023, QIND issued 350,000 shares to Louise Bennett 350,000 shares of QIND common stock, pursuant to her employee contract,
with a grant-date and fair market value of $0.27.
NOTE 8. LONG TERM INVESTMENTS/OTHER ASSETS
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Investments: | |
| | |
| |
Investment
in FB Fire Technology Ltd. | |
| 3,172,175 | | |
| 3,172,175 | |
Investment
in TVC | |
| 20,500 | | |
| 20,500 | |
Capital
Advances | |
| 1,496,695 | | |
| 1,496,656 | |
Loan
to FB Fire Technologies Ltd | |
| 1,805,893 | | |
| 1,678,995 | |
Investment
in Dear Cashmere Holding Co. | |
| 12,000,000 | | |
| 12,000,000 | |
TOTAL | |
| 18,495,263 | | |
| 18,368,326 | |
Investment
in Dear Cashmere Holding Co. The company received 10,000,000 shares of Common stock in Dear Cashmere Holding Co on May 21, 2021, as compensation
for services to provided DRCR such as but not limited to, free rent in Al Marsa Street 66, 11th Floor, Office 1105, Dubai, free use of
inhouse accounting, IT, and legal team from 2021 until December 31, 2023. Capital advances represents 3,172,175 number of Class E Preferred
Stock issued, in advance, at $1 per share amounting $3,172,175 to the shareholders of FB Fire Technologies Ltd. for acquisition of FB
Fire Technologies Ltd.
Investment
in FB Fire technologies represents 3,172,175 number of Class E Preferred Stock issued, in advance, at $1 per share amounting $3,172,175
to the shareholders of FB Fire Technologies Ltd. for acquisition of FB Fire Technologies Ltd.
Capital
Advance of $1,496,656 represents amount advanced for two subsidiaries -Bull head and Georgia Fire security LLC.
NOTE
9. RIGHT OF USE ASSETS
The
Company’s subsidiaries have entered into commercial leases of land for offices, manufacturing yards and storage facilities. The
Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset
are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement.
To determine the present value of lease payments, the Company uses the stated interest rate in the lease, when available, or more commonly
a secured incremental borrowing rate that reflects risk, term, and economic environment in which the lease is denominated. The Company
has elected not to recognize ROU assets or lease liabilities for leases with a term of twelve months or less. Expense is recognized on
a straight-line basis over the lease term for operating leases.
NOTE
10. GOODWILL
As
of December 31, 2022, the Goodwill has been generated through acquisition of our subsidiaries - Bull Head Products Inc., Georgia Fire
& Rescue, Quality Industrial Corp. and its subsidiary Quality International. Goodwill accounted in the books is primarily a result
of acquisitions, representing the excess of the purchase price over the fair value of the tangible net assets acquired.
The
Company accounts for business combinations by estimating the fair value of consideration paid for acquired businesses and assigning that
amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. If the fair value of assets
acquired and liabilities assumed exceeds the fair value of consideration paid, a gain on bargain purchase is recognized. The estimates
of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate
future cash flows and discount rates. Such analyses involve significant judgments and estimations.
The
Company follows the guidance prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets,
to test goodwill and intangible assets for impairment annually if an event occurs or circumstances change which indicates that its carrying
amount may not exceed its fair value.
The
annual impairment review is performed in the fourth quarter of each fiscal year based upon information and estimates available at that
time. To perform the impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not
that the fair values of the Company’s reporting units or indefinite-lived intangible assets are less than their carrying amounts
as a basis for determining whether or not to perform the quantitative impairment test. Qualitative testing includes the evaluation of
economic conditions, financial performance, and other factors such as key events when they occur. The Company then estimates the fair
value of each reporting unit and each indefinite-lived intangible asset not meeting the qualitative criteria and compares their fair
values to their carrying values.
As
all the subsidiaries were acquired in 2022, hence company would start impairment process from the next year 2023 in accordance with the
guidance prescribed in ASC 350. The Company would assess at year-end whether there has been an impairment in the value of goodwill and
identifiable intangible assets.
If
future operating performance at one or more of the Company’s reporting units were to fall significantly below forecasted levels,
the Company could be required to reflect, under current applicable accounting rules, a non-cash charge to operating income for an impairment.
Any determination requiring the write-off of a significant portion of goodwill or identifiable intangible assets would adversely impact
the Company’s results of operations and net worth.
As
of December 31, 2022, Goodwill and intangible assets amount to $60,310,468 as compared to total assets amounting to $ 251,417,462. Below
is a table displaying the goodwill arising from the Company’s acquisitions:
Quality International | |
| 56,387,027 | |
QIND | |
| 4,065,075 | |
Bullhead | |
| 8,810 | |
Georgia | |
| (772,095 | ) |
ILUS UK | |
| 315,063 | |
BCD | |
| 306,597 | |
Goodwill
Total | |
$ | 60,310,468 | |
NOTE
11. TANGIBLE ASSETS
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Tangible Assets: | |
| | |
| |
Land
and Building | |
| 16,885,820 | | |
| 17,390,322 | |
Plant
and machinery | |
| 1,529,819 | | |
| 1,419,802 | |
Furniture,
Fixtures and Fittings | |
| 120,608 | | |
| 221,329 | |
Vehicles | |
| 53,977 | | |
| 70,326 | |
Computer
and computer Equipment | |
| 18,476 | | |
| 31,067 | |
Capital
WIP | |
| 1,867,509 | | |
| 1,884,569 | |
TOTAL | |
| 20,476,209 | | |
| 21,017,415 | |
Property,
Plant and Equipment
Property,
Plant and Equipment is recorded at cost, except when acquired in a business combination where property, plant and equipment are recorded
at fair value. Depreciation of property, plant and equipment is recognized over the estimated useful lifespan of the respective assets
using the straight-line method.
The
estimated useful lifespans are as follows:
Item | |
| Years | |
Buildings, related improvements
& land improvements | |
| 5-25 | |
Machinery & Equipment | |
| 3-15 | |
Computer hardware & software | |
| 3-10 | |
Furniture & Fixtures | |
| 3-15 | |
Expenditure
that extends the useful lifespan of existing property, plant and equipment are capitalized and depreciated over the remaining useful
lifespan of the related asset, Expenditure for repairs and maintenance are expensed as incurred, when property, plant and equipment are
retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss
reflected in operations.
Property,
plant and equipment | |
Plant
& Machinery | | |
Leasehold
Improvements
& Building | | |
Furniture,
Fixtures &
Office
Equipment | | |
Vehicles | | |
Computer
and
Computer
Equipment | | |
Capital
work in
Progress | | |
Total | |
As
of December 31, 2021 | |
| 106,528 | | |
| 22,158 | | |
| 30,126 | | |
| 2,725 | | |
| 42,774 | | |
| 0 | | |
| 204,311 | |
Additions
during the year | |
| 0 | | |
| - | | |
| 34,833 | | |
| 67,601 | | |
| | | |
| | | |
| 102,434 | |
Additions
on account of acquisition of Subsidiary | |
| 25,427,300 | | |
| 27,086,143 | | |
| 5,741,179 | | |
| 1,668,183 | | |
| 0 | | |
| 1,884,569 | | |
| 61,807,374 | |
As
at December 31, 2022 | |
| 25,533,828 | | |
| 27,108,301 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 42,774 | | |
| 1,884,569 | | |
| 62,114,119 | |
Additions
during Jan- June 2023 | |
| 929,642 | | |
| 313 | | |
| | | |
| | | |
| (5,630 | ) | |
| (217,060 | ) | |
| 707,265 | |
June
30,2023 | |
| 26,463,470 | | |
| 27,108,614 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 37,144 | | |
| 1,667,509 | | |
| 62,821,384 | |
Additions
during July- Sept 2023 | |
| 598,696 | | |
| | | |
| | | |
| | | |
| | | |
| 200,000 | | |
| 798,696 | |
September30,2023 | |
| 27,062,166 | | |
| 27,108,614 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 37,144 | | |
| 1,867,509 | | |
| 63,620,080 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
Acc
dep as at December 31, 2021 | |
| 23,049,947 | | |
| 8,613,635 | | |
| 5,419,774 | | |
| 1,667,592 | | |
| - | | |
| | | |
| 38,750,948 | |
Charge
for the year | |
| 1,064,079 | | |
| 1,104,344 | | |
| 165,035 | | |
| 591 | | |
| 11,707 | | |
| | | |
| 2,345,756 | |
Acc
dep at December 31, 2022 | |
| 24,114,026 | | |
| 9,717,979 | | |
| 5,584,809 | | |
| 1,668,183 | | |
| 11,707 | | |
| 0 | | |
| 41,096,704 | |
Carrying
value as at December 31, 2022 | |
| 1,419,802 | | |
| 17,390,322 | | |
| 221,329 | | |
| 70,326 | | |
| 31,067 | | |
| 1,884,569 | | |
| 21,017,415 | |
Charge
for the period Jan to June 2023 | |
| 1,013,913 | | |
| 243,436 | | |
| 53,074 | | |
| 11,904 | | |
| 2,683 | | |
| - | | |
| 1,325,010 | |
Acc
dep as at June 30,2023 | |
| 25,127,939 | | |
| 9,961,415 | | |
| 5,637,883 | | |
| 1,680,087 | | |
| 14,390 | | |
| - | | |
| 42,421,714 | |
Carrying
value as at June 30,2023 | |
| 1,335,531 | | |
| 17,147,199 | | |
| 168,255 | | |
| 58,422 | | |
| 22,754 | | |
| 1,667,509 | | |
| 20,399,670 | |
Charge
for the period July- September 2023 | |
| 404,408 | | |
| 261,379 | | |
| 47,647 | | |
| 4,445 | | |
| 4,278 | | |
| | | |
| 722,157 | |
Acc
dep as of September 30,2023 | |
| 25,532,347 | | |
| 10,222,794 | | |
| 5,685,530 | | |
| 1,684,532 | | |
| 18,668 | | |
| - | | |
| 43,143,871 | |
Carrying value as at September 30,2023 | |
| 1,529,819 | | |
| 16,885,820 | | |
| 120,608 | | |
| 53,977 | | |
| 18,476 | | |
| 1,867,509 | | |
| 20,476,209 | |
NOTE
12. INTANGIBLE ASSETS
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Intellectual
Rights | |
| — | | |
| 617,239 | |
Website | |
| 6,112 | | |
| 6,112 | |
Trademarks | |
| 240 | | |
| 240 | |
TOTAL | |
| 6,352 | | |
| 623,591 | |
NOTE
13. CURRENT LIABILITIES
Other
Current Liabilities
Other
Current Liabilities as mentioned in the below table includes short term liabilities. Short term bank borrowings relate to credit-lines
and bank borrowings by the company’s subsidiary QIND to meet asset financing and working capital requirements for orders that are
in production.
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Credit
Cards | |
| 6,663 | | |
| 6,895 | |
Payable
to subsidiaries | |
| 77,299,629 | | |
| 82,235,560 | |
Short
Term Bank Borrowings | |
| 19,055,041 | | |
| 18,220,315 | |
Tax
Payable | |
| 28,703 | | |
| 31,421 | |
Provision
for Expenses | |
| 28,000 | | |
| 1,303,229 | |
Accrued
Interest for Convertible Notes | |
| 117,525 | | |
| 31,855 | |
Other
short-term loan | |
| 395,000 | | |
| 101,141 | |
Payroll
Liability | |
| 377,292 | | |
| 119,987 | |
Misc.
liabilities | |
| 218,251 | | |
| 9,416 | |
Short
term Borrowings | |
| 5,033,333 | | |
| | |
TOTAL | |
| 102,559,457 | | |
| 102,059,819 | |
As
of September 30, 2023, loan payable – Payable to subsidiaries amounting to $77,299,629 is the liability of the company on account
of its acquisition of subsidiaries. The Major portion of $75.5 million is payable in tranches to Quality International as a part of purchase
consideration. Other amounts include payment to other subsidiaries, Al Shola Modea Safety and Security LLC, Georgia Fire and Bull head
products Inc.
Borrowings
amounting to $18,911,641, is the current portion of bank borrowings, which correspond to our subsidiary Quality International. As per
the applicable accounting standards, Borrowings from financial institutions have been bifurcated into current and non-Current liabilities.
NOTE
14. NON – CURRENT LIABILITIES
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Provision
for Convertible Notes | |
| 1,155,338 | | |
| 1,155,338 | |
Borrowings
from Financial Institutions | |
| 10,768,392 | | |
| 12,378,098 | |
Interest
On Convertible Notes | |
| 722,622 | | |
| 461,994 | |
Employees’
End of Service Benefits | |
| 2,075,676 | | |
| 1,953,853 | |
Defined
Benefit Obligation (Gratuity) | |
| 291,001 | | |
| 66,275 | |
TOTAL | |
| 15,013,029 | | |
| 16,015,558 | |
The
borrowings from financial institutions belong to our subsidiary, Quality International. These terms loans were acquired from commercial
banks in the UAE for the purchase of machinery and equipment. These term loans carry financing costs at commercial rates plus 1 to 3-month
EIBOR per annum.
Options
and Warrants
In
accordance with ASC 470, detachable warrants issued are allocated to the two elements based on the relative fair values of the debt instrument
without the warrants and of the warrants themselves at the time of issuance, the portion of the proceeds assigned to the warrants credited
to paid-in capital, and the remainder to the debt instrument.
On
February 4, 2022, a Common Share Purchase Warrant was issued to Discover Growth Fund, LLC, of the $2,000,000 convertible promissory note
of even date herewith (the “Note”), , Holder is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 20,000,000 of the
Company’s common shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the
terms and conditions of this Warrant) at the Exercise Price of $0.275, per share then in effect.
On
December 2, 2022, we issued a common stock purchase warrant to AJB Capital Investment LLC for the $1,200,000 convertible promissory note.
The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time
on or after the date of issuance hereof, to purchase from the Company, 30,000,000 of the Company’s common shares (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise
Price per share then in effect. The Warrant was later amended on March 8, 2023, and May 12, 2023.
On
January 26, 2023, we issued a common stock purchase warrant to Jefferson Street Capital for the $100,000 convertible promissory note.
The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time
on or after the date of issuance hereof, to purchase from the Company, 650,000 of the Company’s common shares (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise
Price per share then in effect.
On
June 30, 2023, we issued a common stock purchase warrant to Exchange Listing. The holder is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from
the Company, 200,000 of the Company’s common shares (the “Warrant Shares”) (whereby such number may be adjusted from
time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect
NOTE
15. COMMON STOCK AND PREFERRED STOCK
In
August 2019 the Company’s Amended its Articles of Incorporation to authorize it to issue up to two billion (2,000,000,000) shares,
of which all shares are common stock, with a par value of one-tenth of one cent ($0.001) per share. The Company also created the following
30,000,000 preferred shares with a par value of $0.001 to be designated Class A, B and C.
Class
A – 10,000,000 preferred shares that convert at 3 common shares for every 1 preferred class A share and voting rights of 500 common
shares for every 1 preferred class A share. All 10,000,000 preferred class A shares have been issued to the Company’s CEO.
Class
B – 10,000,000 preferred shares that convert at 3 common shares for every 1 preferred class B common share.
Class
C – 10,000,000 preferred shares that convert at 2 common shares for every 1 preferred class C common share with voting rights of
100 common shares for every 1 preferred class C share.
On
February 14, 2020 the Company designated Class D– 60,741,000 preferred shares; par value $0.001 that convert at 500 common shares
for every 1 preferred class D common share with voting rights of 500 common shares for every 1 preferred class D share.
On
May 28, 2020, the Company designated preferred Class E shares - 5,000,000 preferred shares; par value $0.001; non-cumulative. Dividends
are 6% a year commencing a year after issuance. Dividends to be paid annually. Redeemable at $1.00 per share, 2.25% must be redeemed
per quarter, commencing one year after issuance, and shall be redeemed at 130% premium to the redemption value. The shares do not have
voting rights.
On
August 26, 2021, the company amended its Articles of Incorporation to updated authorized Class B preferred shares to 100,000,000 (10,000,000
previously) with par value $0.001 that will be converted at 100 common shares (3 common shares previously) for every 1 preferred Class
B Share with voting rights of 100 common shares for every 1 preferred class B share. Dividends to be paid according to the company’s
dividend policy agreed by the board from time to time.
On
July 20, 2021, the Company designed preferred Class F shares – 50,000,000 preferred shares; par value $0.001 that convert at 100
common shares for every 1 preferred class F share with no voting rights and no dividends.
As
of December 31, 2022, there was 1,355,230,699 shares of the Company’s common stock issued and outstanding.
As
of June 30, 2023, the number of shares outstanding of our Common Stock was 1,444,380,699.
Common
Stock issuances during the nine months ended September 30, 2023.
On
February 18, 2023, we cancelled 40,000,000 shares of common stock with Ambrose & Keith Ltd.
On
March 17, 2023, we issued 10,000,000 shares of common stock as commitment shares to AJB Capital Investment LLC for an aggregate price
of $421,000.
On
March 21, 2023, we issued 53,850,000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $538,500
On
April 12, 2023, 100,000 Preferred F shares were converted into 10,000,000 common shares.
On
April 12, 2023, 100,000 Preferred F shares were issued to John-Paul Backwell as staff compensation.
On
May 12, 2023, we issued 2,000,000 shares of common stock as commitment shares to AJB Capital Investment LLC for an aggregate price of
$80,000.
On
June 1, 2023, we issued 53,300,000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $533,000.
On
July 14, 2023, we issued 21,665,710 shares of common stock to Exchange Listing LLC for a stock purchase agreement for an aggregate price
of $100 for consultancy services for the planned uplist to a National Exchange.
On
August 04, 2023, we issued 53,125,000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $531,250.
On
September 06, 2023, we issued 5,555,556 shares of common stock to Kyle Comerford for a stock purchase agreement for an aggregate price
of $50,000.
On
September 09, 2023 we issued 10,000,000 shares of common stock to Cameron Canzellarini for a stock purchase agreement for an aggregate
price of $100,000.
On
September 11, 2023 we issued 625,000 shares of common stock as commitment shares to Richard Astrom with a fair market value of $0.02
per shares for an aggregate price of $12,500.
On
September 18, 2023 we issued 5,000,000 shares of common stock to Kirt Weidner for a stock purchase agreement for an aggregate price of
$50,000.
On
September 21, we issued 6,000,000 shares of common stock to Kaleb Ryan for a stock purchase agreement for the aggregate price of $60,000.
On
September 28, we issued 10,526,316 shares of common stock to Kevin Van Hoesen for a stock purchase agreement for the aggregate price
of $100,000.
EARNING
PER SHARE
Particulars | |
September 30, 2023 | | |
December 31, 2022 | |
Basic EPS | |
| | |
| |
Numerator | |
| | |
| |
Net income / (loss) | |
| 472,145 | | |
| 4,559,375 | |
Net Income attributable to common stockholders | |
$ | 472,145 | | |
$ | 4,559,375 | |
Denominator | |
| | | |
| | |
Weighted average shares outstanding | |
| 1,556,878,281 | | |
| 1,355,230,699 | |
Number of shares used for basic EPS computation | |
| 1,556,878,281 | | |
| 1,355,230,699 | |
Basic EPS | |
$ | 0.00 | | |
$ | 0.00 | |
Diluted EPS | |
| | | |
| | |
Numerator | |
| | | |
| | |
Net income / (loss) | |
| 472,145 | | |
| 4,559,375 | |
Net Income attributable to common stockholders | |
$ | 472,145 | | |
$ | 4,559,375 | |
Denominator | |
| | | |
| | |
Number of shares used for basic EPS computation | |
| | | |
| 1,355,230,699 | |
Conversion of Class A preferred stock to common stock | |
| 30,000,000 | | |
| 30,000,000 | |
Conversion of Class B preferred stock to common stock | |
| 65,589,041 | | |
| 65,589,041 | |
Conversion of Class D preferred stock to common stock | |
| 30,370,500,000 | | |
| 30,370,500,000 | |
Conversion of Class F preferred stock to common stock | |
| 166,825,000 | | |
| 158,602,740 | |
Number of shares used for diluted EPS computation | |
| 32,189,792,322 | | |
| 31,979,922,480 | |
Diluted EPS | |
$ | 0.00 | | |
$ | 0.00 | |
NOTE
16. OTHER COMPREHENSIVE INCOME
Statement of Comprehensive Income Statement | |
Q3 2023 | | |
Q3 2022 | |
Net Income | |
| 472,145 | | |
| 1,187,494 | |
Other comprehensive Income /(loss), net of tax | |
| 27,253 | | |
| | |
Foreign currency translation adjustments | |
| | | |
| | |
Comprehensive Income | |
| 444,892 | | |
| 1,187,494 | |
NOTE
17. NON-CONTROLLING INTEREST
The
total Net Assets of Quality International were $49,255,718 on December 31, 2022, of which 52% was acquired amounting to $25,612,973.
The remaining $56,387,027 of the total purchase price of $82,000,000 is part of the Company’s Goodwill (see footnote). Furthermore,
48% of Quality International’s earnings have been transferred to Minority Interest. Current quarter earnings of the subsidiaries
where the company doesn’t hold 100% ownership has been transferred to Non-Controlling Interest in the respective shareholding ratio.
NOTE
18. NOTES PAYABLE
The
following is the list of Notes payable as of June 30, 2023. Convertible Notes issued during the reported period are accounted in the
books as liability, accrued Interest and discount on notes is also accounted accordingly as per general accounting principles.
| ● | On February 04, 2022, the company entered into a convertible note with Discover Growth Fund LLC – John Burke for the amount of $2,000,000. The note is convertible at a 35% below the lowest past 15-day share price and bears 12% interest per annum. The note matures on February 4, 2023. |
| ● | On May 20, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 19, 2024. |
| ● | On May 27, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 26, 2024. |
| ● | On June 01, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $1,000,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 31, 2024 |
| ● | On July 12, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on July 11, 2024. |
| ● | On August 10, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on August 09, 2024. |
| ● | On August 25, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $200,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on August 24, 2024. |
| ● | On September 21, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $650,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on September 20, 2024. |
| ● | On November 14, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $400,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on November 13, 2024. |
| ● | On December 2, 2022, the company entered into a convertible note with AJB Capital Investment LLC for the amount of $1,200,000. The note is convertible into common stock upon an event of default at the rate equal to volume weighted average trading price of the specified period and bears 12% interest. The note matures on June 01, 2023. |
| ● | On January 26, 2023, the company entered into a convertible note with Jefferson Street Capital for the amount of $100,000. The note is convertible into common stock upon an event of default at the rate equal to volume weighted average trading price of the specified period and bears 12% interest. The note matures on July 26, 2023. |
| ● | On April 11, 2023, ILUS entered into a note payable of $144,200 with 1800 Diagonal Lending LLC. Repayable in 9 monthly payments and shall bear 13% interest as one time charge on the issuance date. In case of event of default, note is convertible into common stock at 65% of lowest trading price during previous ten days. The note matures on March 11, 2024. |
| ● | On April 12, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on April 12, 2025. |
| ● | On May 2, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of 250,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 2, 2025. |
| ● | On May 3, 2023, the company The Company signed a Forbearance Agreement with Discover Growth Fund for the original note dated February 4, 2022. The Company shall make monthly minimum loan payments to Discover Growth Fund of $450,000 commencing on May 30, 2023, and on the 5th day of each month thereafter, until the Note is paid in full. |
| ● | On May 30, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $200,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on May 30, 2025. |
| ● | On May 30, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $450,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on May 30, 2025. |
| ● | On June 21, 2023, the company entered into a note payable of $61,868 with 1800 Diagonal Lending LLC. Repayable in 9 monthly payments and shall bear 13% interest as one time charge on the issuance date. In case of event of default, note is convertible into common stock at 65% of lowest trading price during previous ten days. The note matures on March 30, 2024. |
| ● | On July 03, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $475,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on July 3, 2025. |
| ● | On July 26, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $550,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on July 26, 2025. |
| ● | On August 29, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $100,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on August 29, 2025. |
| ● | On September 5, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $450,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on September 5, 2025. |
| ● | On September 7, 2023, the company entered into convertible Note with Richard Astrom, for the amount of $27,500. The note is convertible into common stock at variable conversion price and bears a 9% interest per annum. The note matures on March 6, 2024. The Note cannot be converted until 3 months from the date of issue of Note. |
NOTE
19. SUBSEQUENT EVENTS
In
accordance with ASC 855-10-50 the company list events which are deemed to have a determinable significant effect on the balance
sheet at the time of occurrence or on the future operations, and without disclosure of it, the financial statements would be misleading.
On
October 13, 2023, the company entered into a share purchase agreement with Lovejit Singh to sell 5,000,000 shares of common stock for
a purchase price of $50,000.
On
October 19, 2023 we issued 2,118,644 shares of common stock as compensation to 1800 Diagonal Lending LLC. For partial conversion of a
convertible note for an aggregate price of $25,000.
On
October 20, 2023 we issued 4,555,555 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion of
a convertible note for an aggregate price of $40,000.
On
October 20, 2023, ILUS entered into a note payable of $89,250.00 with 1800 Diagonal Lending LLC.
Repayable
any time after 180 days following the date of note till maturity date and shall bears 9% interest rate per annum. The note is convertible
into common stock at the rate equal to variable conversion price as defined, shall mean 65% of lowest trading price during previous ten
days. The note matures on July 30, 2024
On
October 23, 2023 we issued 3,092,784 shares of common stock as compensation to 1800 Diagonal Lending LLC. For partial conversion of a
convertible note for an aggregate price of $30,000.
On
October 25, 2023 we issued 9,538,461 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion of
a convertible note for an aggregate price of $30,000.
On
November 6, 2023, the company entered into a share purchase agreement with Kevin Van Hoesen to sell 16,666,667 shares of common stock
for a purchase price of $100,000.
On
November 07, 2023 we issued 9,538,461 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion
of a convertible note for an aggregate price of $30,000.
On
November 7, 2023 the company entered into a convertible note with RB Capital Partners Inc., for the amount of $200,000. The note is convertible
into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on November 7, 2025.
On
November 15, 2023 we issued 21,926,875 shares of common stock as compensation to RB Capital Partners LLC for partial conversion of a
convertible note for an aggregate price of $86,069.
On
November 21, 2023 the company entered into a convertible note with Twn Brooks Inc., for the amount of $20,000. The note is convertible
into common stock at the rate of 65% of the lowest trading price 10 days prior to conversion and bears a 9% interest per annum. The note
matures on May 21, 2024.
On
November 21, 2023 the company entered into a convertible note with Carizzo LLC, for the amount of $20,000. The note is convertible into
common stock at the rate of 65% of the lowest trading price 10 days prior to conversion and bears a 9% interest per annum. The note matures
on May 21, 2024.
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives,
and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,”
“plan,” “may,” “will,” “would,” “will be,” “will continue,” “will
likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for
purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions
that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements.
Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a
material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to changes in economic
conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles.
These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed
on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise. Further information concerning our business, including additional factors that could materially
affect our financial results, is included herein and in our other filings with the SEC.
Overview
ILUS is a Nevada Corporation
primarily focused on the public safety, industrial and renewable energy sectors. Through its wholly owned subsidiary, Emergency Response
Technologies Inc. (“ERT”), ILUS aims to provide technology that protects communities, front line personnel and assets by acquiring
technology and solutions for the emergency response sector. This sector includes Fire and Rescue Services, Law Enforcement, Emergency
Medical Services and Emergency Management. The company also has an Industrial and Manufacturing subsidiary, Quality Industrial Corp.,
which is focused on the manufacturing of heavy engineering equipment for the Oil and Gas, Utility and Renewables sectors. Furthermore,
the company has a Mining and Renewable Energy subsidiary which is focused on the incorporation, acquisition, and growth of companies in
the sustainable mining and renewable energy sectors and also has a Defense subsidiary which is focused on delivery effective capability
and technology to the defense sector.
ILUS
has four distinct divisions which together serve a diverse global customer base. An overview of the current divisions is found below:
Emergency
Response division:
Emergency
Response Technologies is a subsidiary of ILUS, whose operating companies design, manufacture and distribute specialty equipment, vehicles
and related parts and services. We provide firefighting equipment, firefighting vehicles, firefighting vehicle superstructures, distribution
of equipment for emergency services, fire protection equipment sales, installation, and maintenance as well as servicing/maintenance
of Firefighting, Rescue and Emergency Medical Services equipment.
Industrial
& Manufacturing division:
This
division specializes in the manufacturing and assembling of process equipment, piping, and modules for the oil, gas, and energy sectors
with over two decades of experience and key end-users in the Oil & Gas, Off-shore, Refineries & Petrochemical, Waste-water treatment
plants and Chemical, Fertilizer, Metals and Mineral Processing industries. The international end-users include companies such as, but
not limited to Chevron, BP, Shell, Total, Sasol and Gasco. The division has extensive capabilities including the undertaking of design,
detailed engineering, procurement, fabrication, site erection, commissioning, testing & handing over of process equipment. The funding
obligations for acquisitions such as Quality International Co Ltd FCZ, by our publicly listed industrial subsidiary, Quality Industrial
Corp. (OTC: QIND), are funded funding by QIND itself as are the ongoing obligations for future acquisitions by the subsidiary.
Mining
& Renewable Energy division:
This
division is engaged in the Mining and Renewable Energy industry currently through its subsidiary Replay Solutions, which recovers and
recycles precious metals from electronic waste. Replay Solutions incorporates a ‘Closed loop’ concept where it uses E–Waste
and data destruction as a resource not only to extract precious metals but to reuse all materials found in E-Waste such as plastics.
The company recycles cleanly, safely, and sustainably on items such as, but not limited to Printed Circuit Boards (PCB) and precious
metals, Cables, wire, and car radiators. Replay Solution’s machines shred, crush, and grind the board to powder form and then use
an airflow and an electrostatic separator to separate the materials into metal and fibers.
Defense
Division:
This
division is engaged in the Defense industry currently through its subsidiary Hyperion Defence Solutions where it aims
to provide customers with the technological capability, solutions and services that will protect their warfighters and provide them with
a technological advantage in the following key areas: Joint Close Air Support (JCAS), Counter Improvised Explosive Devices (CIED),
Security Risk Management, Simulation Technology and Services.
Factors
Affecting Our Performance
The
primary factors affecting our results of operations include:
General
Macro Economic Conditions
Our
business is impacted by the global economic environment, employment levels, consumer confidence, government, and municipal spending.
Global instability in securities markets and the war in Ukraine are among other factors that can impact our financial performance. In
particular, changes in the U.S. economic climate can impact the demand of our products range. In addition, the impact of taxes and fees
can have a dramatic effect on the availability, lead-times and costs associated with raw materials and parts for our product range.
Our
purchases are discretionary by nature and therefore sensitive to the availability of financing, consumer confidence, and unemployment
levels among other factors and are affected by general U.S. and global economic conditions, which create risks that future economic downturns
will further reduce consumer demand and negatively impact our sales.
While
less economically sensitive than the Emergency Response sector, the Industrial and Manufacturing sectors are also impacted by the overall
economic environment. Tenders can be withdrawn and lead times for the manufacturing can be affected which can result in cancellation
of orders if not delivered on time.
Impact
of Acquisitions
Historically,
a significant component of our growth has been through the acquisition of businesses in our targeted sectors. We typically incur upfront
costs as we incorporate and integrate acquired businesses into our operating philosophy and operational excellence. This includes the
consolidation of supplies and raw materials, optimized logistics and production processes, and other restructuring and improvements initiatives.
The benefits of these integration efforts may not positively impact our financial results in the short-term but has historically positively
impacted medium to long-term results.
We
recognize acquired assets and liabilities at fair value. This includes the recognition of identified intangible assets and goodwill.
In addition, assets acquired, and liabilities assumed generally include tangible assets, as well as contingent assets and liabilities.
Recent
developments
In the second half of 2023,
ILUS plans to continue the individual growth and international expansion of its subsidiaries by increasing sales and operational efficiencies.
The company plans to strengthen its Emergency Response Technologies subsidiary through increased manufacturing of the company’s
emergency products and technology in the United States. The company will also be manufacturing its E-Raptor range of commercial electric
utility vehicles in Serbia and plans for the first vehicles to roll off the Serbian production line towards the end of 2023. Additional
focus will go towards the ongoing consolidation and integration of existing acquisitions.
Results
of Operation for the Three & Nine Months Ended September 30, 2023, and 2022
Revenues
We earned $24,120,561 and $67,476,168 in revenues for the Three and
Nine months ended September 30, 2023, as compared with $20,419,421 and $43,110,167 in revenues for the Three and Nine months ended September
30, 2022. The 18.1% increase in revenue for the three months ended is a result of revenue growth in our divisions. The acquisition of
Quality International has been consolidated from the second quarter of 2022 and the revenue for the Nine months ended September 30, is
hence not like-for-like which is most relevant when analyzing and improving the progress of its operations with customer behavior varying
between quarters due to seasonal and cyclical trends.
We
expect increased revenue in the future quarters through organic growth within all our division in the fourth quarter which is generally
the strongest.
Operating
Expenses
Operating
expenses increased from $4,902,401 and $10,346,729 for the Three & Nine months ended September 30, 2022, to $6,347,807 and $14,849,474
for the Three & Nine months ended September 30, 2023.
Selling,
general and administrative (“SG&A”) expenses for the Three months ended September 30, have increased primarily due to
the stock-based compensation to management in our subsidiary QIND. Issuances for the three months
ended September 30, 2023, and 2022, was $1,512,000 and $0, respectively.
We
anticipate that our operating expenses will increase as we undertake our expansion plan associated with our acquisitions. The increase
will be attributable to administrative and operating costs associated with our business activities and the professional fees associated
with our reporting obligations.
Other
Expenses
We
had other non-operating expenses of $2,054,165 for the Three months ended September 30, 2023, as compared $721,075 for the same
period ended 2022. Our increase expenses in Q3 2023, were mainly payment of lease liabilities in the subsidiary Quality International
and issuance of shares to Exchange Listings LLC as strategic advisors to pursue the Company’s
goal of completing a successful uplisting to a major stock exchange.
Net
Income/Net Loss
We
incurred a Net Income of $472,145 and $2,367,031 for the Three and Nine months
ended September 30, 2023, compared to a net income of
$1,187,494 and $2,956,452 for the Three and Nine months ended September 30, 2022,
respectively. The decline in Net Income in the third quarter was a result of one-off expenses due to issuances of shares to
management and Exchange Listings LLC as strategic advisors amounting to $2,003,812 and
$0 for the three months ended September 30, 2023, and 2022, respectively. Adjusting for the issuances the Company’s net income
would have been $2,447,957 and $1,187,494 for the Three months ended September 30,
2023, and 2022, respectively.
Liquidity
and Capital Resources
As
of September 30, 2023, we had total current assets of $155,464,993 and total current liabilities of $162,906,029 which include the QIND’s
payable amount of $75,500,000 as part of purchase consideration for acquisition of its operating company, Quality International. We had
a working capital deficit of $7,441,036 as of September 30, 2023. This compares with a working capital deficit of $15,847,034 as of December
31, 2022.
Operating activities provided
$3,647,450 used in cash for the nine months ended September 30, 2023, as compared with $10,119,758 provided a cash deficit for the nine
months ended September 30, 2022. Our increased operating cash deficit for 2023, was mainly the result of growth in core business activities.
Investing activities used
$4,139,857 in cash for the nine months ended September 30, 2023, as compared with $4,323,952 provided in cash for the nine months ended
September 30, 2022. Our negative investing cash flow for Q3 2023 was mainly the result of investing in long term assets for the company’s
growth.
Financing activities provided
$600,980 in cash deficit for the nine months ended September 30, 2023, as compared with $5,925,000 cash provided for the same period ended
2022 and was mainly the result of financing through issuance of convertible notes for working capital and settlement of historic notes.
Going
Concern
The
accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business.
Management
evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements are issued and determined. The Company’s ability to continue as a going concern is dependent on the Company’s
ability to continue to generate sufficient revenues and raise capital within one year from the date of filing.
Over
the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however,
no assurance can be given that debt or equity financing, if and when required, will be available.
Impact
of Acquisitions
Historically
a significant component of our growth has been through the acquisition of businesses in our targeted sectors. We typically incur upfront
costs as we incorporate and integrate acquired businesses into our operating philosophy and operational excellence. This includes consolidation
of supplies and raw materials, optimized logistics and production processes, and other restructuring and improvements initiatives. The
benefits of these integration efforts and upcoming planned acquisitions may not positively impact our financial results instantly but
has historically been the case in future periods.
Critical
Accounting Policies
In
December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion
and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a
company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often
as a result of the need to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies
are disclosed Note 2 of our unaudited financial statements included in this Quarterly Report on Form 10-Q.
Goodwill
The
Company continues to review its goodwill for possible impairment or loss of value at least annually or more frequently upon the
occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.
On December 31, 2022, we performed a goodwill impairment evaluation. We performed a qualitative assessment of factors to determine
whether it was necessary to perform the goodwill impairment test. Based on the results of the work performed, the Company has
concluded that no impairment loss was warranted on December 31, 2022. Factors including non-renewal of a major contract or other
substantial changes in business conditions could have a material adverse effect on the valuation of goodwill in future periods and
the resulting charge could be material to future periods’ results of operations.
Off-Balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to stockholders.
Recently
Issued Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on
the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements
that have been issued that might have a material impact on its financial position or results of operations.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
A
smaller reporting company is not required to provide the information required by this Item.
Item 4.
Controls and Procedures
We
maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported within the time periods specified in the SEC rules
and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
In
designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As
required by SEC Rule 15d-15, our management carried out an evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Quarterly Report on Form 10-Q.
Based
on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures
were effective at a reasonable assurance level as of the end of the period covered by this report.
Changes
in Internal Control over Financial Reporting
There
has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d)
of the Exchange Act that occurred during the year ended December 31, 2022, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Critical
Accounting Policies.
In December 2001, the SEC
requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The
SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial
condition and results, and requires management’s most difficult, subjective, or complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain. Our critical accounting policies are disclosed Note 2 of
our unaudited financial statements included in this Quarterly Report on Form 10-Q.
PART
II – OTHER INFORMATION
Item 1.
Legal Proceedings
We
may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our business.
These matters may include product liability, intellectual property, employment, personal injury cause by our employees, and other general
claims. Aside from the following, we are not presently a party to any legal proceedings that, in the opinion of our management, are likely
to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense
and settlement costs, diversion of management resources and other factors.
We
have been named as a defendant in an action commenced by our former CEO, Larson Elmore. A case has been filed in the Eight Judicial District
Court of the State of Nevada (Case No. A-22-858343-C). The Plaintiff alleges that we breached a stock purchase agreement dated May 10,
2020, and promissory notes, and is therefore entitled to damages. We have potential counterclaims against the former CEO which are being
prepared, arising out of improper action and lack of disclosures. The company has disputed the claim and argue that Larson Elmore has
mislead the company and its shareholders on various matters including but not limited to liabilities, company commitments and due diligence
items presented by Larson Elmore during the takeover process. We have filed a motion to dismiss
Larson Elmore’s complaint on the basis that it fails to state a claim and lacks jurisdiction in the Nevada courts. At
the hearing on this motion, the court determined that discovery would be required before ruling for the company and denied the motion
without prejudice. The company is evaluating a motion for reconsideration once the order has been entered. In the interim,
the parties have discussed a tentative discovery schedule and the possibility of a mediation and settlement conference.
We
have been named as a defendant in an action commenced by Steve Nicol, who claims that he loaned $12,000 on or about May 23, 2017, to
Cache Cabinetry, LLC a subsidiary of ILUS under a promissory note, but that ILUS agreed to assume the note. He further claims that he
elected to convert the note and that ILUS failed to convert the note into shares of ILUS common stock. He has alleged breach of contract,
declaratory relief, and specific performance to require the company to issue 75,000,000 shares of common stock in ILUS. The company obtained
a settlement on September 6, 2023, of $100,000 and has received the final court order.
We
have been named as a defendant in an action commenced by Black Ice Advisors LLC, regarding a historic note entered into by the previous
CEO, Larson Elmore, with a principal amount of $4,000. The company disputes the legitimacy of the note and as to whether ILUS ever actually
received the $4,000. On August 22, 2023, the company received information that Black Ice Advisors filed a 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. At the hearing on November
3, 2023, the Court adopted its tentative ruling as the final ruling and denied the motion for summary judgement from Black Ice Advisors
LLC. The case has received a trial date for March 8, 2024.
We
cannot predict whether the action against involving our former CEO, Mr. Nicol or Black Ice Advisors is likely to result in any material
recovery by or expense to our company. Where it is reasonably possible to do so, the Company accrues estimates of the probable costs
for the resolution of these matters. These estimates based upon an analysis of potential results and settlement strategies. It is possible,
however, that future operating results for any particular quarter or annual period could be affected by changes in assumption.
We
may continue to incur legal fees in responding to this and other lawsuits. The expense of defending such litigation may be significant
and any sizeable verdict may adversely affect the company. The amount of time to resolve this and any additional lawsuits is unpredictable,
and these actions may divert management’s attention from the day-to-day operations of our business, all of which could adversely
affect our business, results of operations and cash flows.
Item 1A:
Risk Factors
See
risk factors included in our Annual Report on Form 10-K/A for the year ended December 31, 2022, filed on September 12, 2023.
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
The
information set forth below relates to our issuances of securities without registration under the Securities Act of 1933.
List
of Notes issued during the third Quarter of 2023:
On
June 21, 2023, the company entered into a note payable of $61,868 with 1800 Diagonal Lending LLC. Repayable in 9 monthly payments and
shall bear 13% interest as one time charge on the issuance date. In case of event of default, note is convertible into common stock at
65% of lowest trading price during previous ten days. The note matures on March 30, 2024.
On
July 03, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $475,000. The note is convertible
into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on July 3, 2025.
On
July 26, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $550,000. The note is convertible
into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on July 26, 2025.
On
August 29, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $100,000. The note is convertible
into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on August 29, 2025.
On
September 5, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $450,000. The note is
convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on September 5, 2025.
On
September 7, 2023, the company entered into convertible Note with Richard Astrom, for the amount of $27,500. The note is convertible
into common stock at variable conversion price and bears a 9% interest per annum. The note matures on March 6, 2024. The Note cannot
be converted until 3 months from the date of issue of Note.
On
October 20, 2023, ILUS entered into a note payable of $89,250.00 with 1800 Diagonal Lending LLC. Repayable any time after 180
days following the date of note till maturity date and shall bears 9% interest rate per annum. The note is convertible into common
stock at the rate equal to variable conversion price as defined, shall mean 65% of lowest trading price during previous ten days.
The note matures on July 30, 2024.
List
of Stock issued during the third Quarter of 2023:
On
June 1, 2023, we issued 53,300,000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $533,000.
On
July 14, 2023, we issued 21,665,710 shares of common stock to Exchange Listing LLC for a stock purchase agreement for an aggregate price
of $100 for consultancy services for the planned uplist to a National Exchange.
On
August 04, 2023, we issued 53.125.000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $531,250.
On
September 06, 2023, we issued 5,555,556 shares of common stock to Kyle Comerford for a stock purchase agreement for an aggregate price
of $50,000.
On
September 09, 2023 we issued 10,000,000 shares of common stock to Cameron Canzellarini for a stock purchase agreement for an aggregate
price of $100,000.
On
September 11, 2023 we issued 625,000 shares of common stock as commitment shares to Richard Astrom with a fair market value of $0.02
per shares for an aggregate price of $12,500.
On
September 18, 2023 we issued 5,000,000 shares of common stock to Kirt Weidner for a stock purchase agreement for an aggregate price of
$50,000.
On
September 21, we issued 6,000,000 shares of common stock to Kaleb Ryan for a stock purchase agreement for the aggregate price of $60,000.
On
September 28, we issued 10,526,316 shares of common stock to Kevin Van Hoesen for a stock purchase agreement for the aggregate price
of $100,000.00.
On
October 13, 2023, the company entered into a share purchase agreement with Lovejit Singh to sell 5,000,000 shares of common stock for
a purchase price of $50,000.
On
October 19, 2023 we issued 2,118,644 shares of common stock as compensation to 1800 Diagonal Lending LLC. For partial conversion of a
convertible note for an aggregate price of $25,000.
On
October 20, 2023 we issued 4,555,555 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion of
a convertible note for an aggregate price of $40,000.
On
October 23, 2023 we issued 3,092,784 shares of common stock as compensation to 1800 Diagonal Lending LLC. For partial conversion of a
convertible note for an aggregate price of $30,000.
On
October 25, 2023 we issued 9,538,461 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion of
a convertible note for an aggregate price of $30,000.
The
sales and issuances of the securities described above were made pursuant to the exemptions from registration contained in Section 4(a)(2)
of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intention to
acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate
legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was
given adequate access to sufficient information about us to make an informed investment decision.
Item 3.
Defaults upon Senior Securities
None
Item 4.
Mine Safety Disclosures
None
Item 5.
Other Information
None
Item
6. Exhibits
Exhibit
Number |
|
Description
of Exhibit |
|
|
|
4.1* |
|
Stock Purchase Agreement, dated September 6, 2023, with Kyle Comerford |
4.2* |
|
Stock Purchase Agreement, dated September 7, 2023, with Cameron Canzellarini |
4.3* |
|
Stock Purchase Agreement, dated September 13, 2023, with Kirt Weidner |
4.4* |
|
Stock Purchase Agreement, dated September 18, 2023, with Kaleb Ryan |
4.5* |
|
Stock Purchase Agreement, dated September 21, 2023, with Kevin Van Hoesen |
4.6* |
|
Stock Purchase Agreement, dated October 3, 2023, with Lovejit Singh |
4.7* |
|
Stock Purchase Agreement, dated November 6, 2023, with Kevin Van Hoesen |
10.1** |
|
Convertible Promissory Note, dated July 3, 2023, with RB Capital Partners Inc. |
10.2** |
|
Convertible Promissory Note, dated July 26, 2023, with RB Capital Partners Inc. |
10.3* |
|
Amended Convertible Promissory Note, dated July 24, 2023, with RB Capital Partners Inc. |
10.4* |
|
Convertible Promissory Note, dated August 29, 2023, with RB Capital Partners Inc. |
10.5* |
|
Convertible Promissory Note, dated September 5, 2023, with RB Capital Partners Inc. |
10.6* |
|
Convertible Promissory Note, dated September 7, 2023, with Richard Astrom |
10.7* |
|
Amended Convertible Promissory Note, dated October 4, 2023, with RB Capital Partners Inc. |
10.8* |
|
Convertible Promissory Note, dated October 20, 2023, with 1800 Diagonal Lending LLC |
10.9* |
|
Convertible Promissory Note, dated November 7, 2023, with RB Capital Partners Inc. |
10.10* |
|
Convertible Promissory Note, dated November 21, 2023, with Twn Brooks Inc. |
10.11* |
|
Convertible Promissory Note, dated November 21, 2023, with Carizzo LLC |
31.1* |
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2* |
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1* |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101* |
|
The following materials from the Company’s Quarterly
Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Extensible Business Reporting Language (XBRL). |
104* |
|
Cover Page Interactive Data File. The cover page XBRL
tags are embedded within the inline XBRL document and are included in Exhibit 101* |
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 thereunto duly authorized.
Ilustrato
Pictures International Inc. |
|
|
|
Date: |
November 24, 2023 |
|
|
|
|
By: |
/s/
Nicolas Link |
|
|
Nicolas Link |
|
Title: |
Chief Executive Officer
(principal executive) |
|
By: |
/s/
Krishnan Krishnamoorthy |
|
|
Krishnan Krishnamoorthy |
|
Title: |
Chief Financial Officer
(principal accounting, and financial officer) |
|
11
1556878281
1556878281
2023-07-26
false
--12-31
Q3
0001496383
0001496383
2023-01-01
2023-09-30
0001496383
2023-11-24
0001496383
2023-09-30
0001496383
2022-12-31
0001496383
us-gaap:SeriesAPreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesAPreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesBPreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesBPreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesCPreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesCPreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesDPreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesDPreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesEPreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesEPreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesFPreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesFPreferredStockMember
2022-12-31
0001496383
2023-07-01
2023-09-30
0001496383
2022-07-01
2022-09-30
0001496383
2022-01-01
2022-09-30
0001496383
us-gaap:CommonStockMember
2022-12-31
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-12-31
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2022-12-31
0001496383
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001496383
ilus:MinorityInterestMember
2022-12-31
0001496383
us-gaap:RetainedEarningsMember
2022-12-31
0001496383
us-gaap:CommonStockMember
2023-01-01
2023-03-31
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2023-01-01
2023-03-31
0001496383
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-03-31
0001496383
ilus:MinorityInterestMember
2023-01-01
2023-03-31
0001496383
us-gaap:RetainedEarningsMember
2023-01-01
2023-03-31
0001496383
2023-01-01
2023-03-31
0001496383
us-gaap:CommonStockMember
2023-03-31
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2023-03-31
0001496383
us-gaap:AdditionalPaidInCapitalMember
2023-03-31
0001496383
ilus:MinorityInterestMember
2023-03-31
0001496383
us-gaap:RetainedEarningsMember
2023-03-31
0001496383
2023-03-31
0001496383
us-gaap:CommonStockMember
2023-04-01
2023-06-30
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2023-04-01
2023-06-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2023-04-01
2023-06-30
0001496383
ilus:MinorityInterestMember
2023-04-01
2023-06-30
0001496383
us-gaap:RetainedEarningsMember
2023-04-01
2023-06-30
0001496383
2023-04-01
2023-06-30
0001496383
us-gaap:CommonStockMember
2023-06-30
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2023-06-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2023-06-30
0001496383
ilus:MinorityInterestMember
2023-06-30
0001496383
us-gaap:RetainedEarningsMember
2023-06-30
0001496383
2023-06-30
0001496383
us-gaap:CommonStockMember
2023-07-01
2023-09-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2023-07-01
2023-09-30
0001496383
us-gaap:RetainedEarningsMember
2023-07-01
2023-09-30
0001496383
ilus:MinorityInterestMember
2023-07-01
2023-09-30
0001496383
us-gaap:CommonStockMember
2023-09-30
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2023-09-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2023-09-30
0001496383
ilus:MinorityInterestMember
2023-09-30
0001496383
us-gaap:RetainedEarningsMember
2023-09-30
0001496383
us-gaap:CommonStockMember
2021-12-31
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2021-12-31
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2021-12-31
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2021-12-31
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2021-12-31
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2021-12-31
0001496383
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001496383
us-gaap:RetainedEarningsMember
2021-12-31
0001496383
2021-12-31
0001496383
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-01-01
2022-03-31
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-01-01
2022-03-31
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-01-01
2022-03-31
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-01-01
2022-03-31
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2022-01-01
2022-03-31
0001496383
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0001496383
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0001496383
2022-01-01
2022-03-31
0001496383
us-gaap:CommonStockMember
2022-03-31
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-03-31
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-03-31
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-03-31
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-03-31
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2022-03-31
0001496383
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001496383
us-gaap:RetainedEarningsMember
2022-03-31
0001496383
2022-03-31
0001496383
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001496383
2022-04-01
2022-06-30
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-04-01
2022-06-30
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-04-01
2022-06-30
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-04-01
2022-06-30
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-04-01
2022-06-30
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2022-04-01
2022-06-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0001496383
ilus:MinorityInterestMember
2022-04-01
2022-06-30
0001496383
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0001496383
us-gaap:CommonStockMember
2022-06-30
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2022-06-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001496383
ilus:MinorityInterestMember
2022-06-30
0001496383
us-gaap:RetainedEarningsMember
2022-06-30
0001496383
2022-06-30
0001496383
us-gaap:CommonStockMember
2022-07-01
2022-09-30
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-07-01
2022-09-30
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-07-01
2022-09-30
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-07-01
2022-09-30
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-07-01
2022-09-30
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2022-07-01
2022-09-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2022-07-01
2022-09-30
0001496383
us-gaap:RetainedEarningsMember
2022-07-01
2022-09-30
0001496383
ilus:MinorityInterestMember
2022-07-01
2022-09-30
0001496383
us-gaap:CommonStockMember
2022-09-30
0001496383
us-gaap:SeriesAPreferredStockMember
us-gaap:PreferredStockMember
2022-09-30
0001496383
us-gaap:SeriesBPreferredStockMember
us-gaap:PreferredStockMember
2022-09-30
0001496383
us-gaap:SeriesDPreferredStockMember
us-gaap:PreferredStockMember
2022-09-30
0001496383
us-gaap:SeriesEPreferredStockMember
us-gaap:PreferredStockMember
2022-09-30
0001496383
us-gaap:SeriesFPreferredStockMember
us-gaap:PreferredStockMember
2022-09-30
0001496383
us-gaap:AdditionalPaidInCapitalMember
2022-09-30
0001496383
ilus:MinorityInterestMember
2022-09-30
0001496383
us-gaap:RetainedEarningsMember
2022-09-30
0001496383
2022-09-30
0001496383
2016-04-01
2016-04-01
0001496383
ilus:FBFireTechnologiesLtdMember
us-gaap:SeriesEPreferredStockMember
2020-06-10
2020-06-10
0001496383
ilus:BrohFHoldingsLtdMember
us-gaap:SeriesEPreferredStockMember
2020-06-10
2020-06-10
0001496383
ilus:FirebugMedicalEquipmentLLCMember
2021-01-26
2021-01-26
0001496383
ilus:GeorgiaFireAndRescueSupplyLLCMember
2022-03-31
2022-03-31
0001496383
ilus:BrightConceptDetectionAndProtectionSystemLLCMember
2021-04-13
2021-04-13
0001496383
ilus:BullheadfProductsIncMember
2022-01-01
2022-01-01
0001496383
ilus:QualityIndustrialCorpMember
2022-05-28
2022-05-28
0001496383
ilus:ALSholaAlModeaSafetyAndSecurityLLCMember
2022-12-13
2022-12-13
0001496383
ilus:QualityInternationalCoLtdMember
2023-01-18
2023-01-18
0001496383
ilus:QualityIndutrialCorpMember
2023-09-30
0001496383
ilus:QualityIndutrialCorpMember
2022-09-30
0001496383
ilus:GerabNationalEnterprisesLLCMember
2023-09-30
0001496383
ilus:GerabNationalEnterprisesLLCMember
2022-09-30
0001496383
ilus:NicolasLinkMember
2023-09-15
0001496383
ilus:JohnPaulBackwellMember
2023-09-15
0001496383
ilus:CarstenKjemsFalkMember
2023-09-15
0001496383
ilus:QINDMember
2023-09-15
0001496383
ilus:LouiseBennettMember
2023-09-15
0001496383
2021-05-21
2021-05-21
0001496383
us-gaap:SeriesEPreferredStockMember
2021-05-21
2021-05-21
0001496383
us-gaap:SeriesEPreferredStockMember
2021-05-21
0001496383
us-gaap:SeriesEPreferredStockMember
2023-01-01
2023-09-30
0001496383
ilus:FBFireTechnologiesLtdMember
2023-01-01
2023-09-30
0001496383
ilus:InvestmentInFBFireTechnologyLtdMember
2023-09-30
0001496383
ilus:InvestmentInFBFireTechnologyLtdMember
2022-12-31
0001496383
ilus:InvestmentInTVCMember
2023-09-30
0001496383
ilus:InvestmentInTVCMember
2022-12-31
0001496383
ilus:CapitalAdvancesMember
2023-09-30
0001496383
ilus:CapitalAdvancesMember
2022-12-31
0001496383
ilus:LoanToFBFireTechnologiesLtdMember
2023-09-30
0001496383
ilus:LoanToFBFireTechnologiesLtdMember
2022-12-31
0001496383
ilus:InvestmentInDearCashmereHoldingCoMember
2023-09-30
0001496383
ilus:InvestmentInDearCashmereHoldingCoMember
2022-12-31
0001496383
us-gaap:GoodwillMember
2022-12-31
0001496383
ilus:QualityInternationalMember
2022-12-31
0001496383
ilus:QINDMember
2022-12-31
0001496383
ilus:BullheadMember
2022-12-31
0001496383
stpr:GA
2022-12-31
0001496383
ilus:ILUSUKMember
2022-12-31
0001496383
ilus:BCDMember
2022-12-31
0001496383
us-gaap:LandAndBuildingMember
2023-09-30
0001496383
us-gaap:LandAndBuildingMember
2022-12-31
0001496383
us-gaap:PropertyPlantAndEquipmentMember
2023-09-30
0001496383
us-gaap:PropertyPlantAndEquipmentMember
2022-12-31
0001496383
us-gaap:FurnitureAndFixturesMember
2023-09-30
0001496383
us-gaap:FurnitureAndFixturesMember
2022-12-31
0001496383
us-gaap:VehiclesMember
2023-09-30
0001496383
us-gaap:VehiclesMember
2022-12-31
0001496383
us-gaap:ComputerEquipmentMember
2023-09-30
0001496383
us-gaap:ComputerEquipmentMember
2022-12-31
0001496383
ilus:CapitalWIPMember
2023-09-30
0001496383
ilus:CapitalWIPMember
2022-12-31
0001496383
srt:MinimumMember
us-gaap:BuildingAndBuildingImprovementsMember
2023-09-30
0001496383
srt:MaximumMember
us-gaap:BuildingAndBuildingImprovementsMember
2023-09-30
0001496383
srt:MinimumMember
us-gaap:MachineryAndEquipmentMember
2023-09-30
0001496383
srt:MaximumMember
us-gaap:MachineryAndEquipmentMember
2023-09-30
0001496383
srt:MinimumMember
us-gaap:ComputerEquipmentMember
2023-09-30
0001496383
srt:MaximumMember
us-gaap:ComputerEquipmentMember
2023-09-30
0001496383
srt:MinimumMember
us-gaap:FurnitureAndFixturesMember
2023-09-30
0001496383
srt:MaximumMember
us-gaap:FurnitureAndFixturesMember
2023-09-30
0001496383
us-gaap:MachineryAndEquipmentMember
2021-12-31
0001496383
us-gaap:LeaseholdImprovementsMember
2021-12-31
0001496383
us-gaap:FurnitureAndFixturesMember
2021-12-31
0001496383
us-gaap:VehiclesMember
2021-12-31
0001496383
us-gaap:ComputerEquipmentMember
2021-12-31
0001496383
us-gaap:InventoriesMember
2021-12-31
0001496383
us-gaap:MachineryAndEquipmentMember
2022-01-01
2022-12-31
0001496383
us-gaap:LeaseholdImprovementsMember
2022-01-01
2022-12-31
0001496383
us-gaap:FurnitureAndFixturesMember
2022-01-01
2022-12-31
0001496383
us-gaap:VehiclesMember
2022-01-01
2022-12-31
0001496383
us-gaap:ComputerEquipmentMember
2022-01-01
2022-12-31
0001496383
us-gaap:InventoriesMember
2022-01-01
2022-12-31
0001496383
2022-01-01
2022-12-31
0001496383
us-gaap:MachineryAndEquipmentMember
2022-12-31
0001496383
us-gaap:LeaseholdImprovementsMember
2022-12-31
0001496383
us-gaap:FurnitureAndFixturesMember
2022-12-31
0001496383
us-gaap:InventoriesMember
2022-12-31
0001496383
us-gaap:MachineryAndEquipmentMember
2023-01-01
2023-06-30
0001496383
us-gaap:LeaseholdImprovementsMember
2023-01-01
2023-06-30
0001496383
us-gaap:ComputerEquipmentMember
2023-01-01
2023-06-30
0001496383
us-gaap:InventoriesMember
2023-01-01
2023-06-30
0001496383
2023-01-01
2023-06-30
0001496383
us-gaap:MachineryAndEquipmentMember
2023-06-30
0001496383
us-gaap:LeaseholdImprovementsMember
2023-06-30
0001496383
us-gaap:FurnitureAndFixturesMember
2023-06-30
0001496383
us-gaap:VehiclesMember
2023-06-30
0001496383
us-gaap:ComputerEquipmentMember
2023-06-30
0001496383
us-gaap:InventoriesMember
2023-06-30
0001496383
us-gaap:MachineryAndEquipmentMember
2023-07-01
2023-09-30
0001496383
us-gaap:InventoriesMember
2023-07-01
2023-09-30
0001496383
us-gaap:MachineryAndEquipmentMember
2023-09-30
0001496383
us-gaap:LeaseholdImprovementsMember
2023-09-30
0001496383
us-gaap:FurnitureAndFixturesMember
2023-09-30
0001496383
us-gaap:InventoriesMember
2023-09-30
0001496383
us-gaap:FurnitureAndFixturesMember
2023-01-01
2023-06-30
0001496383
us-gaap:VehiclesMember
2023-01-01
2023-06-30
0001496383
us-gaap:LeaseholdImprovementsMember
2023-07-01
2023-09-30
0001496383
us-gaap:FurnitureAndFixturesMember
2023-07-01
2023-09-30
0001496383
us-gaap:VehiclesMember
2023-07-01
2023-09-30
0001496383
us-gaap:ComputerEquipmentMember
2023-07-01
2023-09-30
0001496383
us-gaap:MachineryAndEquipmentMember
2023-01-01
2023-09-30
0001496383
us-gaap:LeaseholdImprovementsMember
2023-01-01
2023-09-30
0001496383
us-gaap:FurnitureAndFixturesMember
2023-01-01
2023-09-30
0001496383
us-gaap:VehiclesMember
2023-01-01
2023-09-30
0001496383
us-gaap:ComputerEquipmentMember
2023-01-01
2023-09-30
0001496383
us-gaap:InventoriesMember
2023-01-01
2023-09-30
0001496383
us-gaap:IntellectualPropertyMember
2023-09-30
0001496383
us-gaap:IntellectualPropertyMember
2022-12-31
0001496383
us-gaap:InternetDomainNamesMember
2023-09-30
0001496383
us-gaap:InternetDomainNamesMember
2022-12-31
0001496383
us-gaap:TrademarksMember
2023-09-30
0001496383
us-gaap:TrademarksMember
2022-12-31
0001496383
ilus:QualityInternationalIncMember
2023-09-30
0001496383
ilus:DiscoverGrowthFundMember
2022-02-04
0001496383
2022-02-01
2022-02-04
0001496383
ilus:AJBCapitalInvestmentsMember
2022-12-02
0001496383
2022-12-01
2022-12-02
0001496383
ilus:JeffersonStreetCapitalThreeMember
2023-01-26
0001496383
2023-01-26
2023-01-26
0001496383
ilus:ExchangeListingMember
2023-01-01
2023-06-30
0001496383
2019-08-01
0001496383
us-gaap:SeriesAPreferredStockMember
2023-01-01
2023-09-30
0001496383
us-gaap:SeriesBPreferredStockMember
2023-01-01
2023-09-30
0001496383
us-gaap:SeriesCPreferredStockMember
2023-01-01
2023-09-30
0001496383
us-gaap:SeriesDPreferredStockMember
2020-02-14
0001496383
us-gaap:SeriesDPreferredStockMember
2023-01-01
2023-09-30
0001496383
us-gaap:SeriesEPreferredStockMember
2020-05-28
0001496383
us-gaap:SeriesBPreferredStockMember
2021-08-26
0001496383
2021-08-26
0001496383
us-gaap:SeriesFPreferredStockMember
2021-07-20
0001496383
us-gaap:SeriesFPreferredStockMember
2023-01-01
2023-09-30
0001496383
ilus:AmbroseAndKeithMember
2023-02-18
2023-02-18
0001496383
ilus:AJBCapitalInvestmentsMember
2023-03-17
2023-03-17
0001496383
ilus:RBJCapitalInvestmentsMember
2023-03-21
2023-03-21
0001496383
us-gaap:SeriesFPreferredStockMember
2023-04-12
2023-04-12
0001496383
2023-04-12
2023-04-12
0001496383
ilus:AJBCapitalInvestmentsMember
ilus:CommitmentSharesMember
2023-05-12
2023-05-12
0001496383
ilus:AJBCapitalInvestmentsMember
2023-05-12
2023-05-12
0001496383
ilus:RBJCapitalInvestmentsMember
2023-06-01
2023-06-01
0001496383
ilus:ExchangeListingLLCMember
2023-07-14
2023-07-14
0001496383
ilus:RBJCapitalInvestmentsMember
2023-08-04
2023-08-04
0001496383
ilus:KyleComerfordMember
2023-09-06
2023-09-06
0001496383
ilus:CameronCanzellariniMember
2023-09-09
2023-09-09
0001496383
ilus:RichardAstromMember
2023-09-11
2023-09-11
0001496383
ilus:RichardAstromMember
2023-09-11
0001496383
ilus:KirtWeidnerMember
2023-09-18
2023-09-18
0001496383
ilus:KalebRyanMember
2023-09-21
2023-09-21
0001496383
ilus:KevinVanHoesenMember
2023-09-28
2023-09-28
0001496383
ilus:QualityInternationalIncMember
2022-12-31
0001496383
ilus:QualityInternationalIncMember
2023-01-01
2023-09-30
0001496383
ilus:QualityInternationalIncMember
2023-09-30
0001496383
ilus:DiscoverGrowthFundMember
2022-02-04
2022-02-04
0001496383
ilus:RBCapitalPartnersIncMember
2022-05-20
0001496383
ilus:RBCapitalPartnersIncMember
2022-05-20
2022-05-20
0001496383
ilus:RBCapitalPartnersIncMember
2022-05-27
0001496383
ilus:RBCapitalPartnersIncMember
2022-05-27
2022-05-27
0001496383
ilus:RBCapitalPartnersIncMember
2022-06-01
0001496383
ilus:RBCapitalPartnersIncMember
2022-06-01
2022-06-01
0001496383
ilus:RBCapitalPartnersIncMember
2022-07-12
0001496383
ilus:RBCapitalPartnersIncMember
2022-07-12
2022-07-12
0001496383
ilus:RBCapitalPartnersIncMember
2022-08-10
0001496383
ilus:RBCapitalPartnersIncMember
2022-08-10
2022-08-10
0001496383
ilus:RBCapitalPartnersIncMember
2022-08-25
0001496383
ilus:RBCapitalPartnersIncMember
2022-08-25
2022-08-25
0001496383
ilus:RBCapitalPartnersIncMember
2022-09-21
0001496383
ilus:RBCapitalPartnersIncMember
2022-09-21
2022-09-21
0001496383
ilus:RBCapitalPartnersIncMember
2022-11-14
0001496383
ilus:RBCapitalPartnersIncMember
2022-11-14
2022-11-14
0001496383
ilus:AJBCapitalInvestmentLLCMember
2022-12-02
0001496383
ilus:AJBCapitalInvestmentLLCMember
2022-12-02
2022-12-02
0001496383
ilus:JeffersonStreetCapitalMember
2023-01-26
0001496383
ilus:JeffersonStreetCapitalMember
2023-01-26
2023-01-26
0001496383
ilus:DiagonalLendingLLCMember
2023-04-11
0001496383
ilus:DiagonalLendingLLCMember
2023-04-11
2023-04-11
0001496383
ilus:RBCapitalPartnersIncMember
2023-04-12
0001496383
ilus:RBCapitalPartnersIncMember
2023-04-12
2023-04-12
0001496383
ilus:RBCapitalPartnersIncMember
2023-05-02
0001496383
ilus:RBCapitalPartnersIncMember
2023-05-02
2023-05-02
0001496383
ilus:DiscoverGrowthForbearanceAgreementMember
2023-05-03
2023-05-03
0001496383
ilus:RBCapitalPartnersIncMember
2023-05-30
0001496383
ilus:RBCapitalPartnersIncMember
2023-05-30
2023-05-30
0001496383
ilus:RBCapitalPartnersIncMember
us-gaap:ConvertibleNotesPayableMember
2023-05-30
0001496383
ilus:RBCapitalPartnersIncMember
us-gaap:ConvertibleNotesPayableMember
2023-05-30
2023-05-30
0001496383
ilus:DiagonalLendingLLCMember
2023-06-21
0001496383
ilus:DiagonalLendingLLCMember
2023-06-21
2023-06-21
0001496383
ilus:RBCapitalPartnersIncMember
2023-07-03
0001496383
ilus:RBCapitalPartnersIncMember
2023-07-03
2023-07-03
0001496383
ilus:RBCapitalPartnersIncMember
2023-07-26
0001496383
ilus:RBCapitalPartnersIncMember
2023-07-26
2023-07-26
0001496383
ilus:RBCapitalPartnersIncMember
2023-08-29
0001496383
ilus:RBCapitalPartnersIncMember
2023-08-29
2023-08-29
0001496383
ilus:RBCapitalPartnersIncMember
2023-09-05
0001496383
ilus:RBCapitalPartnersIncMember
2023-09-05
2023-09-05
0001496383
ilus:RichardAstromMember
2023-09-07
0001496383
ilus:RichardAstromMember
2023-09-07
2023-09-07
0001496383
us-gaap:SubsequentEventMember
2023-10-01
2023-10-13
0001496383
us-gaap:SubsequentEventMember
2023-10-19
0001496383
us-gaap:SubsequentEventMember
2023-10-20
0001496383
us-gaap:SubsequentEventMember
2023-10-23
0001496383
us-gaap:SubsequentEventMember
2023-10-25
0001496383
us-gaap:SubsequentEventMember
2023-11-06
2023-11-06
0001496383
us-gaap:SubsequentEventMember
2023-11-07
0001496383
us-gaap:SubsequentEventMember
2023-11-07
2023-11-07
0001496383
srt:ScenarioForecastMember
ilus:CapitalPartnersLLCMember
2023-11-15
0001496383
srt:ScenarioForecastMember
2023-11-15
0001496383
srt:ScenarioForecastMember
2023-11-21
0001496383
srt:ScenarioForecastMember
2023-11-01
2023-11-21
0001496383
srt:ScenarioForecastMember
ilus:CarizzoLLCMember
2023-11-21
0001496383
srt:ScenarioForecastMember
ilus:CarizzoLLCMember
2023-11-01
2023-11-21
xbrli:shares
iso4217:USD
iso4217:USD
xbrli:shares
xbrli:pure
Exhibit 4.1
ILUSTRATO PICTURES INTERNATIONAL INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase
Agreement (the “Agreement”) is made as of September 06, 2023, among Ilustrato Pictures International Inc., a Nevada corporation
(the “Company”) and Kyle Edward Comerford, (the “Investor”).
The Investor understands that
the Company proposes to offer and sell to the Investor 5,555,556 shares of its Common Stock for a purchase price of $50,000.00.
1. Purchase
and Sale of Common Stock.
a. Common
Stock Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 5,555,556 shares of
Company Common Stock for an aggregate purchase price of $50,000.00, payable by delivery to the Company of a check or wire in the amount
of $50,000.00.
b. Initial
Closing.
The purchase and sale of the
Units shall take place at the offices of the Company at 26 Broadway, Suite 934, New York, NY 10004 (“Closing”). At the Closing,
the Company shall deliver to the Investor the Common Stock, which such Investor is purchasing against delivery to the Company by such
Investor of a check, wire transfer, or cancellation of indebtedness in the aggregate amount of the purchase price therefor payable to
the Company’s order.
2. The
Company’s Representations and Warranties. The Company represents and warrants to the Investor as follows:
a. Organization
and Standing. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada.
b. Authorization.
The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action, and
this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject as
to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement
of creditors’ rights. The execution, delivery and performance of this Agreement and compliance with the provisions hereof by the Company
does not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default (or an event
with which the giving of notice or passage of time, or both could result in a default) under, or result in the creation or imposition
of any lien pursuant to the terms of, the Articles of Incorporation or the Bylaws of the Company.
c. Securities.
When issued pursuant to the terms of this Agreement, the Common Stock will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances caused or created by the Company; provided, however, that the Common Stock shall be subject to restrictions
on transfer under state or federal securities laws as set forth in this Agreement or otherwise required at the time a transfer is proposed.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex4-1_001.jpg)
3. Representations,
Warranties of Investor and Restrictions on Transfer
a. Representations
and Warranties of Investor. The Investor represents and warrants to the Company with respect to the purchase of Securities under this
Agreement as follows:
i. This
Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms.
ii. The
Investor is acquiring the Common Stock for its own account for investment purposes only and not with a view to, or for the resale in connection
with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Act”). The Investor
understands that the shares of Common Stock have not been registered under the Act or any applicable state securities laws by reason of
a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed herein.
iii. The
Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information
as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment
in the Common Stock. The Investor has received satisfactory and complete information concerning the business and financial condition of
the Company in response to the Investor’s inquiries.
iv. The
Investor realizes that the acquisition of the Common Stock will be a highly speculative investment. The Investor is able, without impairing
the Investor’s financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of the Investor’s
investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial and operating
history and the investment in the Company involves substantial risks. The Investor understands all of the risks related to the acquisition
of the Common Stock. By virtue of the Investor’s experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company
and has the capacity to protect the Investor’s own interests.
v. The
Investor understands that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption
from registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the Common
Stock. The Investor is aware of Rule 144 promulgated under the Act that permits limited resale of securities purchased in a private placement
subject to the satisfaction of certain conditions. The Investor understands that the Common Stock will be imprinted with a legend which
prohibits the transfer of the Common Stock unless they are registered or such registration is not required in the opinion of counsel for
the Company.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex4-1_001.jpg)
b. Legends.
In addition to any legend imposed by state securities laws, each certificate representing the Common Stock shall be endorsed with the
following legends:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY
PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The Company need not register
a transfer of Common Stock unless the conditions specified in the foregoing legends are satisfied. The Company may also instruct its transfer
agent not to register the transfer of any of the Common Stock unless the conditions specified in the foregoing legends are satisfied.
c. Removal
of Legends and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph 4(b)
of this Agreement and the stop transfer instructions with respect to such Common Stock shall be removed and the Company shall issue a
stock certificate without such legend to the holder of such Common Stock if such Shares are registered under the Act and a prospectus
meeting the requirements of Section 10 of the Act is available, or if such holder provides to the Company an opinion of counsel for
such holder of the Shares or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of
the Commission to the effect that a public sale, transfer or assignment of such Shares or Note may be made without registration and without
compliance with any restriction such as Rule 144. Any legend imposed by state securities laws will be removed if the state agency
imposing such legend has consented to its removal.
4. Miscellaneous.
a. Governing
Law. This Agreement shall be governed in all respects by the laws of the State of New York without regard to the conflict of law provisions
thereof.
b. Survival.
The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale of the Common
Stock.
c. Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex4-1_001.jpg)
d. Entire
Agreement. This Agreement embodies the entire understanding and agreement between each Investor and the Company and supersedes all
prior agreements and understandings relating to the subject matter hereof.
e. Notices,
etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing
and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to an Investor,
at his or her address set forth opposite such Investors name on the last page of this Agreement, or at such other address as such Investor
shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal office, or at such other address
as the Company shall have furnished to the Investor in writing.
f. Titles
and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
g. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
h. Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of
the Common Stock. Any amendment or waiver effected in accordance with this Section shall be binding upon each holder of any securities
purchased under this Agreement at the time outstanding (including securities into which such securities are convertible), each future
holder of all such securities, and the Company.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex4-1_001.jpg)
IN WITNESS WHEREOF, the parties
have caused this Agreement to be duly executed and delivered as of the day and year first written above.
COMPANY: |
ILUSTRATO PICTURES INTERNATIONAL INC. a Nevada corporation |
|
|
|
|
|
By: |
/s/ Nicolas Link |
|
|
|
Nicolas Link, CEO |
|
INVESTOR: |
|
|
|
$50,000 |
|
Amount of Investment |
|
|
Kyle Edward Comeford |
|
|
|
By: |
/s/ Kyle Edward Comeford |
|
Title: |
Kyle Edward Comeford |
[Signature page to Ilustrato Pictures International
Inc. Common Stock]
5
Exhibit 4.2
ILUSTRATO PICTURES INTERNATIONAL
INC.
COMMON STOCK PURCHASE AGREEMENT
This Common
Stock Purchase Agreement (the “Agreement”) is made as of September 07, 2023, among Ilustrato Pictures International Inc., a
Nevada corporation (the “Company”) and Cameron Canzellarini, (the “Investor”).
The Investor
understands that the Company proposes to offer and sell to the Investor 10,000,000 shares of its Common Stock for a purchase price of
$100,000.00.
1. Purchase and Sale of Common Stock.
a. Common
Stock Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 10,000,000 shares of
Company Common Stock for an aggregate purchase price of $100,000.00, payable by delivery to the Company of a check or wire in the amount
of $100,000.00.
b. Initial Closing.
The purchase
and sale of the Units shall take place at the offices of the Company at 26 Broadway, Suite 934, New York, NY 10004 (“Closing”).
At the Closing, the Company shall deliver to the Investor the Common Stock, which such Investor is purchasing against delivery to the
Company by such Investor of a check, wire transfer, or cancellation of indebtedness in the aggregate amount of the purchase price therefor
payable to the Company’s order.
2. The Company’s Representations
and Warranties. The Company represents and warrants to the Investor as follows:
a. Organization
and Standing. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada.
b. Authorization.
The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action, and
this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject as
to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement
of creditors’ rights. The execution, delivery and performance of this Agreement and compliance with the provisions hereof by the Company
does not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default (or an event
with which the giving of notice or passage of time, or both could result in a default) under, or result in the creation or imposition
of any lien pursuant to the terms of, the Articles of Incorporation or the Bylaws of the Company.
c. Securities. When
issued pursuant to the terms of this Agreement, the Common Stock will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances caused or created by the Company; provided, however, that the Common Stock shall be subject to
restrictions on transfer under state or federal securities laws as set forth in this Agreement or otherwise required at the time a
transfer is proposed.
3. Representations,
Warranties of Investor and Restrictions on Transfer
a. Representations and Warranties of Investor.
The Investor represents and warrants to the Company with respect to the purchase of Securities under this Agreement as follows:
i. This
Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms.
ii. The
Investor is acquiring the Common Stock for its own account for investment purposes only and not with a view to, or for the resale in connection
with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Act”). The Investor
understands that the shares of Common Stock have not been registered under the Act or any applicable state securities laws by reason of
a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed herein.
iii. The
Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information
as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment
in the Common Stock. The Investor has received satisfactory and complete information concerning the business and financial condition of
the Company in response to the Investor’s inquiries.
iv. The
Investor realizes that the acquisition of the Common Stock will be a highly speculative investment. The Investor is able, without impairing
the Investor’s financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of the Investor’s
investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial and operating
history and the investment in the Company involves substantial risks. The Investor understands all of the risks related to the acquisition
of the Common Stock. By virtue of the Investor’s experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company
and has the capacity to protect the Investor’s own interests.
v. The Investor
understands that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption from
registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the
Common Stock. The Investor is aware of Rule 144 promulgated under the Act that permits limited resale of securities purchased in a
private placement subject to the satisfaction of certain conditions. The Investor understands that the Common Stock will be
imprinted with a legend which prohibits the transfer of the Common Stock unless they are registered or such registration is not
required in the opinion of counsel for the Company.
b. Legends. In addition
to any legend imposed by state securities laws, each certificate representing the Common Stock shall be endorsed with the following legends:
THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The Company
need not register a transfer of Common Stock unless the conditions specified in the foregoing legends are satisfied. The Company may also
instruct its transfer agent not to register the transfer of any of the Common Stock unless the conditions specified in the foregoing legends
are satisfied.
c. Removal of Legends and
Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph 4(b) of this Agreement
and the stop transfer instructions with respect to such Common Stock shall be removed and the Company shall issue a stock certificate
without such legend to the holder of such Common Stock if such Shares are registered under the Act and a prospectus meeting the requirements
of Section 10 of the Act is available, or if such holder provides to the Company an opinion of counsel for such holder of the Shares
or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of the Commission to the effect
that a public sale, transfer or assignment of such Shares or Note may be made without registration and without compliance with any restriction
such as Rule 144. Any legend imposed by state securities laws will be removed if the state agency imposing such legend has consented
to its removal.
4. Miscellaneous.
a. Governing Law.
This Agreement shall be governed in all respects by the laws of the State of New York without regard to the conflict of law
provisions thereof.
b. Survival.
The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale of the Common
Stock.
c. Successors and Assigns.
Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors,
assigns, heirs, executors and administrators of the parties hereto.
d. Entire Agreement. This
Agreement embodies the entire understanding and agreement between each Investor and the Company and supersedes all prior agreements and
understandings relating to the subject matter hereof.
e. Notices,
etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing
and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to an Investor,
at his or her address set forth opposite such Investors name on the last page of this Agreement, or at such other address as such Investor
shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal office, or at such other address
as the Company shall have furnished to the Investor in writing.
f. Titles
and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
g. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
h. Amendments and Waivers.
Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Company and the holders of the Common
Stock. Any amendment or waiver effected in accordance with this Section shall be binding upon each holder of any securities purchased
under this Agreement at the time outstanding (including securities into which such securities are convertible), each future holder of
all such securities, and the Company.
IN WlTNESS WHEREOF, the parties
have caused this Agreement to be duly executed and delivered as of the day and year first written above.
COMPANY: | ILUSTRATO PICTURES INTERNATIONAL INC. |
| a Nevada corporation |
| |
| By: |
/s/ Nicolas Link |
|
| |
Nicolas Link, CEO |
|
INVESTOR:
Amount of Investment
|
Cameron Canzellarini |
|
|
|
By: |
/s/ Cameron Canzellarini |
|
Title: |
|
[Signature page to Ilustrato
Pictures International Inc. Common Stock]
Exhibit
4.3
ILUSTRATO
PICTURES INTERNATIONAL INC.
COMMON STOCK PURCHASE AGREEMENT
This
Common Stock Purchase Agreement (the “Agreement”) is made as of September 13, 2023, among Ilustrato Pictures International
Inc., a Nevada corporation (the “Company”) and Kirt Weidner, (the “Investor”).
The
Investor understands that the Company proposes to offer and sell to the Investor 5,000,000 shares of its Common Stock for a purchase
price of $50,000.00.
1.
Purchase and Sale of Common Stock.
a. Common
Stock Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 5,000,000 shares of
Company Common Stock for an aggregate purchase price of $50,000.00, payable by delivery to the Company of a check or wire in the amount
of $50,000.00.
b. Initial
Closing.
The
purchase and sale of the Units shall take place at the offices of the Company at 26 Broadway, Suite 934, New York, NY 10004 (“Closing”).
At the Closing, the Company shall deliver to the Investor the Common Stock, which such Investor is purchasing against delivery to the
Company by such Investor of a check, wire transfer, or cancellation of indebtedness in the aggregate amount of the purchase price therefor
payable to the Company’s order.
2.
The Company’s Representations and Warranties. The Company represents and warrants to the Investor as follows:
a. Organization
and Standing. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada.
b. Authorization.
The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action,
and this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject
as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement
of creditors’ rights. The execution, delivery and performance of this Agreement and compliance with the provisions hereof by the Company
does not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default (or an
event with which the giving of notice or passage of time, or both could result in a default) under, or result in the creation or imposition
of any lien pursuant to the terms of, the Articles of Incorporation or the Bylaws of the Company.
c. Securities.
When issued pursuant to the terms of this Agreement, the Common Stock will be validly issued, fully paid and nonassessable, and will
be free of any liens or encumbrances caused or created by the Company; provided, however, that the Common Stock shall be subject to restrictions
on transfer under state or federal securities laws as set forth in this Agreement or otherwise required at the time a transfer is proposed.
3. Representations,
Warranties of Investor and Restrictions on Transfer
a. Representations
and Warranties of Investor. The Investor represents and warrants to the Company with respect to the purchase of Securities
under this Agreement as follows:
i. This
Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms.
ii. The
Investor is acquiring the Common Stock for its own account for investment purposes only and not with a view to, or for the resale in
connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Act”). The
Investor understands that the shares of Common Stock have not been registered under the Act or any applicable state securities laws by
reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed
herein.
iii. The
Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information
as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment
in the Common Stock. The Investor has received satisfactory and complete information concerning the business and financial condition
of the Company in response to the Investor’s inquiries.
iv. The
Investor realizes that the acquisition of the Common Stock will be a highly speculative investment. The Investor is able, without impairing
the Investor’s financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of the Investor’s
investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial and operating
history and the investment in the Company involves substantial risks. The Investor understands all of the risks related to the acquisition
of the Common Stock. By virtue of the Investor’s experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company
and has the capacity to protect the Investor’s own interests.
v. The
Investor understands that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption
from registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the
Common Stock. The Investor is aware of Rule 144 promulgated under the Act that permits limited resale of securities purchased in a private
placement subject to the satisfaction of certain conditions. The Investor understands that the Common Stock will be imprinted with a
legend which prohibits the transfer of the Common Stock unless they are registered or such registration is not required in the opinion
of counsel for the Company.
b. Legends.
In addition to any legend imposed by state securities laws, each certificate representing the Common Stock shall be endorsed with the
following legends:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The
Company need not register a transfer of Common Stock unless the conditions specified in the foregoing legends are satisfied. The Company
may also instruct its transfer agent not to register the transfer of any of the Common Stock unless the conditions specified in the foregoing
legends are satisfied.
c. Removal
of Legends and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph 4(b) of
this Agreement and the stop transfer instructions with respect to such Common Stock shall be removed and the Company shall issue a stock
certificate without such legend to the holder of such Common Stock if such Shares are registered under the Act and a prospectus meeting
the requirements of Section 10 of the Act is available, or if such holder provides to the Company an opinion of counsel for such holder
of the Shares or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of the Commission
to the effect that a public sale, transfer or assignment of such Shares or Note may be made without registration and without compliance
with any restriction such as Rule 144. Any legend imposed by state securities laws will be removed if the state agency imposing such
legend has consented to its removal.
4. Miscellaneous.
a. Governing
Law. This Agreement shall be governed in all respects by the laws of the State of New York without regard to the conflict of law
provisions thereof.
b. Survival.
The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale of the Common
Stock.
c. Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto.
d. Entire
Agreement. This Agreement embodies the entire understanding and agreement between each Investor and the Company and supersedes all
prior agreements and understandings relating to the subject matter hereof.
e. Notices,
etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing
and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to an Investor,
at his or her address set forth opposite such Investors name on the last page of this Agreement, or at such other address as such Investor
shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal office, or at such other address
as the Company shall have furnished to the Investor in writing.
f. Titles
and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
g. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
h. Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders
of the Common Stock. Any amendment or waiver effected in accordance with this Section shall be binding upon each holder of any securities
purchased under this Agreement at the time outstanding (including securities into which such securities are convertible), each future
holder of all such securities, and the Company.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the day and year first written above.
COMPANY: |
ILUSTRATO PICTURES INTERNATIONAL INC. |
|
a Nevada corporation |
|
|
|
|
By: |
/s/ Nicolas Link |
|
|
|
Nicolas Link, CEO |
|
INVESTOR: |
|
|
|
|
$50,000 |
|
|
Amount of Investment |
|
|
|
Kirt Weidner |
|
|
|
|
By: |
/s/ Mr. Kirt C Weidner |
|
Title: |
Mr. Kirt C Weidner |
[Signature
page to Ilustrato Pictures International Inc. Common Stock]
Exhibit 4.4
ILUSTRATO PICTURES INTERNATIONAL INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase
Agreement (the “Agreement”) is made as of September 18, 2023, among Ilustrato Pictures International Inc., a Nevada corporation
(the “Company”) and Kaleb Ryan, (the “Investor”).
The Investor understands that the Company proposes
to offer and sell to the Investor 6,000,000 shares of its Common Stock for a purchase price of $60,000.00.
1. Purchase and
Sale of Common Stock.
a.
Common Stock Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 6,000,000
shares of Company Common Stock for an aggregate purchase price of $60,000.00, payable by delivery to the Company of a check or wire in
the amount of $60,000.00.
b.
Initial Closing.
The purchase and sale of the
Units shall take place at the offices of the Company at 26 Broadway, Suite 934, New York, NY 10004 (“Closing”). At the Closing,
the Company shall deliver to the Investor the Common Stock, which such Investor is purchasing against delivery to the Company by such
Investor of a check, wire transfer, or cancellation of indebtedness in the aggregate amount of the purchase price therefor payable to
the Company’s order.
2. The
Company’s Representations and Warranties. The Company represents and warrants to the Investor as follows:
a
Organization and Standing. The Company is a corporation duly organized and validly existing under the laws of the State
of Nevada.
b. Authorization.
The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action,
and this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms, subject
as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement
of creditors’ rights. The execution, delivery and performance of this Agreement and compliance with the provisions hereof by the Company
does not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default (or an
event with which the giving of notice or passage of time, or both could result in a default) under, or result in the creation or imposition
of any lien pursuant to the terms of, the Articles of Incorporation or the Bylaws of the Company.
c. Securities.
When issued pursuant to the terms of this Agreement, the Common Stock will be validly issued, fully paid and nonassessable, and will
be free of any liens or encumbrances caused or created by the Company; provided, however, that the Common Stock shall be subject to restrictions
on transfer under state or federal securities laws as set forth in this Agreement or otherwise required at the time a transfer is proposed.
3. Representations,
Warranties of Investor and Restrictions on Transfer
a. Representations
and Warranties of Investor. The Investor represents and warrants to the Company with respect to the purchase of Securities under
this Agreement as follows:
i. This
Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms.
ii. The
Investor is acquiring the Common Stock for its own account for investment purposes only and not with a view to, or for the resale in connection
with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Act”). The Investor
understands that the shares of Common Stock have not been registered under the Act or any applicable state securities laws by reason of
a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed herein.
iii. The
Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information
as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment
in the Common Stock. The Investor has received satisfactory and complete information concerning the business and financial condition of
the Company in response to the Investor’s inquiries.
iv. The
Investor realizes that the acquisition of the Common Stock will be a highly speculative investment. The Investor is able, without impairing
the Investor’s financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of the Investor’s
investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial and operating
history and the investment in the Company involves substantial risks. The Investor understands all of the risks related to the acquisition
of the Common Stock. By virtue of the Investor’s experience in evaluating and investing in private placement transactions of securities
in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor’s investment in the Company
and has the capacity to protect the Investor’s own interests.
v. The
Investor understands that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption
from registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the Common
Stock. The Investor is aware of Rule 144 promulgated under the Act that permits limited resale of securities purchased in a private placement
subject to the satisfaction of certain conditions. The Investor understands that the Common Stock will be imprinted with a legend which
prohibits the transfer of the Common Stock unless they are registered or such registration is not required in the opinion of counsel for
the Company.
b. Legends.
In addition to any legend imposed by state securities laws, each certificate representing the Common Stock shall be endorsed with the
following legends:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The Company need not register
a transfer of Common Stock unless the conditions specified in the foregoing legends are satisfied. The Company may also instruct its transfer
agent not to register the transfer of any of the Common Stock unless the conditions specified in the foregoing legends are satisfied.
c. Removal
of Legends and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph 4(b) of
this Agreement and the stop transfer instructions with respect to such Common Stock shall be removed and the Company shall issue a stock
certificate without such legend to the holder of such Common Stock if such Shares are registered under the Act and a prospectus meeting
the requirements of Section 10 of the Act is available, or if such holder provides to the Company an opinion of counsel for such holder
of the Shares or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of the Commission
to the effect that a public sale, transfer or assignment of such Shares or Note may be made without registration and without compliance
with any restriction such as Rule 144. Any legend imposed by state securities laws will be removed if the state agency imposing such
legend has consented to its removal.
4. Miscellaneous.
a. Governing
Law. This Agreement shall be governed in all respects by the laws of the State of New York without regard to the conflict of law
provisions thereof.
b. Survival.
The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the sale of the Common
Stock.
c. Successors
and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors and administrators of the parties hereto.
d. Entire
Agreement. This Agreement embodies the entire understanding and agreement between each Investor and the Company and supersedes all
prior agreements and understandings relating to the subject matter hereof.
e. Notices,
etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing
and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to an Investor,
at his or her address set forth opposite such Investors name on the last page of this Agreement, or at such other address as such Investor
shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal office, or at such other address
as the Company shall have furnished to the Investor in writing.
f. Titles
and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not
to be considered in construing this Agreement.
g. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
h. Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders
of the Common Stock. Any amendment or waiver effected in accordance with this Section shall be binding upon each holder of any securities
purchased under this Agreement at the time outstanding (including securities into which such securities are convertible), each future
holder of all such securities, and the Company.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the day and year first written above.
COMPANY: |
ILUSTRATO PICTURES INTERNATIONAL INC. |
|
a Nevada corporation |
|
|
|
|
By: |
/s/ Nicolas Link |
|
|
|
Nicolas Link, CEO |
|
INVESTOR: |
|
|
|
|
$60,000 |
|
|
Amount of Investment |
|
|
|
Kaleb Ryan |
|
|
|
|
By: |
/s/ Kaleb Ryan |
|
Tiltle: |
|
[Signature page to Ilustrato Pictures International
Inc. Common Stock]
Exhibit 4.5
ILUSTRATO PICTURES INTERNATIONAL INC.
COMMON STOCK PURCHASE AGREEMENT
This Common
Stock Purchase Agreement (the “Agreement”) is made as of September 21, 2023, among Ilustrato Pictures International Inc., a
Nevada corporation (the “Company”) and Kevin Van Hoesen (the “Investor”).
The Investor
understands that the Company proposes to offer and sell to the Investor 10,526,316 shares of its Common Stock for a purchase price of
$100,000.00.
1. Purchase and Sale
of Common Stock.
a.
Common Stock Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 10,526,316
shares of Company Common Stock for an aggregate purchase price of $100,000.00, payable by delivery to the Company of a check or wire in
the amount of $100,000.00.
b. Initial Closing.
The purchase
and sale of the Units shall take place at the offices of the Company at 26 Broadway, Suite 934, New York, NY 10004 (“Closing”).
At the Closing, the Company shall deliver to the Investor the Common Stock, which such Investor is purchasing against delivery to the
Company by such Investor of a check, wire transfer, or cancellation of indebtedness in the aggregate amount of the purchase price therefor
payable to the Company’s order.
2.
The Company’s Representations and Warranties. The Company represents and warrants to the Investor as follows:
a.
Organization and Standing. The Company is a corporation duly organized and validly existing under the laws of the State
of Nevada.
b. Authorization.
The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action,
and this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms,
subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement and compliance with the
provisions hereof by the Company does not conflict with, or result in a breach or violation of the terms, conditions or provisions
of, or constitute a default (or an event with which the giving of notice or passage of time, or both could result in a default)
under, or result in the creation or imposition of any lien pursuant to the terms of, the Articles of lncorporation or the Bylaws of
the Company.
c. Securities. When
issued pursuant to the terms of this Agreement, the Common Stock will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances caused or created by the Company; provided, however, that the Common Stock shall be subject to
restrictions on transfer under state or federal securities laws as set forth in this Agreement or otherwise required at the time a
transfer is proposed.
3.
Representations, Warranties of Investor and Restrictions on Transfer
a. Representations
and Warranties of Investor. The Investor represents and warrants to the Company with respect to the purchase of Securities under
this Agreement as follows:
i.
This Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms.
ii.
The Investor is acquiring the Common Stock for its own account for investment purposes only and not with a view to, or for the
resale in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Act”).
The Investor understands that the shares of Common Stock have not been registered under the Act or any applicable state securities laws
by reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed
herein.
iii. The
Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information
as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment
in the Common Stock. The Investor has received satisfactory and complete information concerning the business and financial condition of
the Company in response to the Investor’s inquiries.
iv.
The Investor realizes that the acquisition of the Common Stock will be a highly speculative investment. The Investor is able, without
impairing the Investor’s financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss
of the Investor’s investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial
and operating history and the investment in the Company involves substantial risks. The Investor understands all of the risks related
to the acquisition of the Common Stock. By virtue of the Investor’s experience in evaluating and investing in private placement transactions
of securities in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor’s investment
in the Company and has the capacity to protect the Investor’s own interests.
v.
The Investor understands that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless
an exemption from registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register
the Common Stock. The Investor is aware of Rule 144 promulgated under the Act that permits limited resale of securities purchased in a
private placement subject to the satisfaction of certain conditions. The Investor understands that the Common Stock will be imprinted
with a legend which prohibits the transfer of the Common Stock unless they are registered or such registration is not required in the
opinion of counsel for the Company.
b. Legends.
In addition to any legend imposed by state securities laws, each certificate representing the Common Stock shall be endorsed with
the following legends:
THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER
THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The Company
need not register a transfer of Common Stock unless the conditions specified in the foregoing legends are satisfied. The Company may also
instruct its transfer agent not to register the transfer of any of the Common Stock unless the conditions specified in the foregoing
legends are satisfied.
c. Removal
of Legends and Transfer Restrictions. The legend relating to the Act. endorsed on a stock certificate pursuant to paragraph 4(b)
of this Agreement and the stop transfer instructions with respect to such Common Stock shall be removed and the Company shall issue
a stock certificate without such legend to the holder of such Common Stock if such Shares are registered under the Act and a
prospectus meeting the requirements of Section 10 of the Act is available, or if such holder provides to the Company an opinion of
counsel for such holder of the Shares or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion
of the staff of the Commission to the effect that a public sale, transfer or assignment of such Shares or Note may be made without
registration and without compliance with any restriction such as Rule 144. Any legend imposed by state securities laws will be
removed if the state agency imposing such legend has consented to its removal.
4. Miscellaneous.
a. Governing
Law. This Agreement shall be governed in all respects by the laws of the State of New York without regard to the conflict of law
provisions thereof.
b.
Survival. The representations and warranties contained herein shall survive the execution and delivery of this Agreement
and the sale of the Common Stock.
c.
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit
of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
d. Entire
Agreement. This Agreement embodies the entire understanding and agreement between each Investor and the Company and supersedes
all prior agreements and understandings relating to the subject matter hereof.
e. Notices,
etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in
writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to
an Investor, at his or her address set forth opposite such Investors name on the last page of this Agreement, or at such other
address as such Investor shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal
office, or at such other address as the Company shall have furnished to the Investor in writing.
f.
Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference
only and are not to be considered in construing this Agreement.
g. Counterparts. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and
the same instrument.
h.
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the
Company and the holders of the Common Stock. Any amendment or waiver effected in accordance with this Section shall be binding upon each
holder of any securities purchased under this Agreement at the time outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and the Company.
IN WITNESS WHEREOF, the parties have caused
this Agreement to be duly executed and delivered as of the day and year first written above.
COMPANY: | ILUSTRA TO PICTURES INTERNATIONAL INC. |
| a Nevada corporation |
| |
| By: |
/s/ Nicolas Link |
|
| |
Nicolas Link, CEO |
|
INVESTOR:
Amount of Investment
|
Kevin
Van Hoesen |
|
|
|
By: |
/s/ Kevin
Van Hoesen |
|
Title: |
Investor |
[Signature page to Ilustrato
Pictures International Inc. Common Stock]
5
Exhibit 4.6
ILUSTRATO PICTURES INTERNATIONAL INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase
Agreement (the “Agreement”) is made as of October 03, 2023, among Ilustrato Pictures International Inc., a Nevada corporation
(the “Company”) and Lovejit Singh (the “Investor”).
The Investor understands that the Company proposes
to offer and sell to the Investor 5,000,000 shares of its Common Stock for a purchase price of $50,000.00.
1. Purchase and
Sale of Common Stock.
a.
Common Stock Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 5,000,000
shares of Company Common Stock for an aggregate purchase price of $50,000.00, payable by delivery to the Company of a check or wire in
the amount of $50,000.00.
b.
Initial Closing.
The purchase and sale of
the Units shall take place at the offices of the Company at 26 Broadway, Suite 934, New York, NY 10004 (“Closing”). At the Closing,
the Company shall deliver to the Investor the Common Stock, which such Investor is purchasing against delivery to the Company by such
Investor of a check, wire transfer, or cancellation of indebtedness in the aggregate amount of the purchase price therefor payable to
the Company’s order.
2. The Company’s Representations and Warranties.
The Company represents and warrants to the Investor as follows:
a.
Organization and Standing. The Company is a corporation duly organized and validly existing under the laws of the State of Nevada.
b.
Authorization. The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite
corporate action, and this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with
its terms, subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement and compliance with the provisions hereof
by the Company does not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or constitute a default
(or an event with which the giving of notice or passage of time, or both could result in a default) under, or result in the creation or
imposition of any lien pursuant to the terms of, the Articles of Incorporation or the Bylaws of the Company.
c. Securities. When
issued pursuant to the terms of this Agreement, the Common Stock will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances caused or created by the Company; provided, however, that the Common Stock shall be subject to
restrictions on transfer under state or federal securities laws as set forth in this Agreement or otherwise required at the time a
transfer is proposed.
3. Representations,
Warranties of Investor and Restrictions on Transfer
a. Representations
and Warranties of Investor. The Investor represents and warrants to the Company with
respect to the purchase of Securities under this Agreement as follows:
i.
This Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms.
ii.
The Investor is acquiring the Common Stock for its own account for investment purposes only and not with a view to, or for the resale
in connection with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Act”).
The Investor understands that the shares of Common Stock have not been registered under the Act or any applicable state securities laws
by reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as expressed
herein.
iii.
The Investor has discussed the Company and its plans, operations and financial condition with its officers and has received all such information
as the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment
in the Common Stock. The Investor has received satisfactory and complete information concerning the business and financial condition of
the Company in response to the Investor’s inquiries.
iv.
The Investor realizes that the acquisition of the Common Stock will be a highly speculative investment. The Investor is able, without
impairing the Investor’s financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss
of the Investor’s investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial
and operating history and the investment in the Company involves substantial risks. The Investor understands all of the risks related
to the acquisition of the Common Stock. By virtue of the Investor’s experience in evaluating and investing in private placement transactions
of securities in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor’s investment
in the Company and has the capacity to protect the Investor’s own interests.
v.
The Investor understands that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption
from registration is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the Common
Stock. The Investor is aware of Rule 144 promulgated under the Act that permits limited resale of securities purchased in a private placement
subject to the satisfaction of certain conditions. The Investor understands that the Common Stock will be imprinted with a legend which
prohibits the transfer of the Common Stock unless they are registered or such registration is not required in the opinion of counsel for
the Company. For clarification on Rule 144 please see below.
Holding Period. Before
you may sell any restricted securities in the marketplace, you must hold them for a certain period of time. If the company that
issued the securities is a “reporting company” in that it is subject to the reporting requirements of the Securities
Exchange Act of 1934, then you must hold the securities for at least six months. If the issuer of the securities is not subject to
the reporting requirements, then you must hold the securities for at least one year. The relevant holding period begins when the
securities were bought and fully paid for. The holding period only applies to restricted securities. Because securities acquired in
the public market are not restricted, there is no holding period for an affiliate who purchases securities of the issuer in the
marketplace. But the resale of an affiliate’s shares as control securities is subject to the other conditions of the rule.
(https://www.sec.gov/reportspubs/investor-publications/investorpubsrule144)
b.
Legends. In addition to any legend imposed by state securities laws, each certificate representing the Common Stock shall be endorsed
with the following legends:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME, THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The Company need not register
a transfer of Common Stock unless the conditions specified in the foregoing legends are satisfied, The Company may also instruct its transfer
agent not to register the transfer of any of the Common Stock unless the conditions specified in the foregoing legends are satisfied.
c.
Removal of Legends and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph
4(b) of this Agreement and the stop transfer instructions with respect to such Common Stock shall be removed and the Company shall issue
a stock certificate without such legend to the holder of such Common Stock if such Shares are registered under the Act and a prospectus
meeting the requirements of Section 10 of the Act is available, or if such holder provides to the Company an opinion of counsel for such
holder of the Shares or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff of the
Commission to the effect that a public sale, transfer or assignment of such Shares or Note may be made without registration and without
compliance with any restriction such as Rule 144. Any legend imposed by state securities laws will be removed if the state agency imposing
such legend has consented to its removal.
4. Miscellaneous.
a. Governing Law. This Agreement shall be governed
in all respects by the laws of the State of New York without regard to the conflict of law provisions thereof.
b Survival. The representations and warranties contained
herein shall survive the execution and delivery of this Agreement and the sale of the Common Stock.
c.
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of and
be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
d.
Entire Agreement. This Agreement embodies the entire understanding and agreement between each Investor and the Company and supersedes
all prior agreements and understandings relating to the subject matter hereof,
e.
Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be
in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to
an Investor, at his or her address set forth opposite such Investors name on the last page of this Agreement, or at such other address
as such Investor shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal office, or at
such other address as the Company shall have furnished to the Investor in writing.
f. Titles and
Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to
be considered in construing this Agreement.
g.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
h.
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the holders of the Common Stock. Any amendment or waiver effected in accordance with this Section shall be binding upon each holder
of any securities purchased under this Agreement at the time outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and the Company.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the day and year first written above.
COMPANY: ILUSTRATO PICTURES INTERNATIONAL
INC.
|
a Nevada corporation |
|
|
|
|
|
|
By: |
/s/ Nicolas Link |
|
|
|
Nicolas Link, CEO |
|
INVESTOR: |
|
|
|
$50,000 |
|
Amount of Investment |
|
|
Lovejit Singh |
|
|
|
|
By: |
/s/ Lovejit Singh |
|
Title: |
|
[Signature
page to Ilustrato Pictures International Inc. Common Stock]
Exhibit 4.7
ILUSTRATO PICTURES INTERNATIONAL INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase
Agreement (the “Agreement”) is made as of November 06, 2023, among Ilustrato Pictures International Inc., a Nevada corporation
(the “Company”) and Kevin Van Hoesen (the “Investor”).
The Investor understands that
the Company proposes to offer and sell to the Investor 16,666,667 shares of its Common Stock for a purchase price of $100,000.00.
1. Purchase and Sale of Common Stock.
a. Common Stock Subject
to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company 16,666,667 shares of Company Common Stock
for an aggregate purchase price of $100,000.00, payable by delivery to the Company of a check or wire in the amount of $100,000.00.
b. Initial Closing.
The purchase and sale of the
Units shall take place at the offices of the Company at 26 Broadway, Suite 934, New York, NY 10004 (“Closing”). At the Closing,
the Company shall deliver to the Investor the Common Stock, which such Investor is purchasing against delivery to the Company by such
Investor of a check, wire transfer, or cancellation of indebtedness in the aggregate amount of the purchase price therefor payable to
the Company’s order.
2. The Company’s
Representations and Warranties. The Company represents and warrants to the Investor as follows:
a. Organization and Standing. The
Company is a corporation duly organized and validly existing under the laws of the State of Nevada.
b. Authorization.
The execution, delivery and performance of this Agreement by the Company has been duly authorized by all requisite corporate action,
and this Agreement constitutes the legal, valid and binding obligation of the Company enforceable in accordance with its terms,
subject as to enforcement of remedies to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting
the enforcement of creditors’ rights. The execution, delivery and performance of this Agreement and compliance with the provisions
hereof by the Company does not conflict with, or result in a breach or violation of the terms, conditions or provisions of, or
constitute a default (or an event with which the giving of notice or passage of time, or both could result in a default) under, or
result in the creation or imposition of any lien pursuant to the terms of, the Articles of Incorporation or the Bylaws of the
Company.
c. Securities. When
issued pursuant to the terms of this Agreement, the Common Stock will be validly issued, fully paid and nonassessable, and will be
free of any liens or encumbrances caused or created by the Company; provided, however, that the Common Stock shall be subject to
restrictions on transfer under state or federal securities laws as set forth in this Agreement or otherwise required at the time a
transfer is proposed.
3. Representations, Warranties of Investor and Restrictions on Transfer
a. Representations and Warranties
of Investor. The Investor represents and warrants to the Company with respect to the purchase of Securities under this Agreement as
follows:
i.
This Agreement constitutes the Investor’s valid and legally binding obligation, enforceable in accordance with its terms.
ii. The Investor is
acquiring the Common Stock for its own account for investment purposes only and not with a view to, or for the resale in connection
with, any “distribution” thereof for purposes of the Securities Act of 1933, as amended (the “Act”). The
Investor understands that the shares of Common Stock have not been registered under the Act or any applicable state securities laws
by reason of a specific exemption therefrom that depends upon, among other things, the bona fide nature of the investment intent as
expressed herein.
iii. The Investor has
discussed the Company and its plans, operations and financial condition with its officers and has received all such information as
the Investor deems necessary and appropriate to enable the Investor to evaluate the financial risk inherent in making an investment
in the Common Stock. The Investor has received satisfactory and complete information concerning the business and financial condition
of the Company in response to the Investor’s inquiries.
iv. The Investor
realizes that the acquisition of the Common Stock will be a highly speculative investment. The Investor is able, without impairing
the Investor’s financial condition, to hold the Common Stock for an indefinite period of time and to suffer a complete loss of the
Investor’s investment. The Investor recognizes that the Company has only recently been organized and that it has a limited financial
and operating history and the investment in the Company involves substantial risks. The Investor understands all of the risks
related to the acquisition of the Common Stock. By virtue of the Investor’s experience in evaluating and investing in private
placement transactions of securities in companies similar to the Company, the Investor is capable of evaluating the merits and risks
of the Investor’s investment in the Company and has the capacity to protect the Investor’s own interests.
v. The Investor understands
that the Common Stock must be held indefinitely unless subsequently registered under the Act or unless an exemption from registration
is otherwise available. Moreover, the Investor understands that the Company is under no obligation to register the Common Stock. The
Investor is aware of Rule 144 promulgated under the Act that permits limited resale of securities purchased in a private placement subject
to the satisfaction of certain conditions. The Investor understands that the Common Stock will be imprinted with a legend which prohibits
the transfer of the Common Stock unless they are registered or such registration is not required in the opinion of counsel for the Company.
b.
Legends. In addition to any legend imposed by state securities laws, each certificate representing the Common Stock shall be endorsed
with the following legends:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
The Company need not register
a transfer of Common Stock unless the conditions specified in the foregoing legends are satisfied. The Company may also instruct its transfer
agent not to register the transfer of any of the Common Stock unless the conditions specified in the foregoing legends are satisfied.
c. Removal of Legends
and Transfer Restrictions. The legend relating to the Act endorsed on a stock certificate pursuant to paragraph 4(b) of this
Agreement and the stop transfer instructions with respect to such Common Stock shall be removed and the Company shall issue a stock
certificate without such legend to the holder of such Common Stock if such Shares are registered under the Act and a prospectus
meeting the requirements of Section 10 of the Act is available, or if such holder provides to the Company an opinion of counsel for
such holder of the Shares or Note reasonably satisfactory to the Company or a no-action letter or interpretive opinion of the staff
of the Commission to the effect that a public sale, transfer or assignment of such Shares or Note may be made without registration
and without compliance with any restriction such as Rule 144. Any legend imposed by state securities laws will be removed if the
state agency imposing such legend has consented to its removal.
4. Miscellaneous.
a.
Governing Law. This Agreement shall be governed in all respects by the laws of the State of New York without regard to the conflict
of law provisions thereof.
b.
Survival. The representations and warranties contained herein shall survive the execution and delivery of this Agreement and the
sale of the Common Stock.
c.
Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and
be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
d. Entire
Agreement. This Agreement embodies the entire understanding and agreement between each Investor and the Company and supersedes
all prior agreements and understandings relating to the subject matter hereof.
e.
Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be
in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, addressed (a) if to
an Investor, at his or her address set forth opposite such Investors name on the last page of this Agreement, or at such other address
as such Investor shall have furnished the Company in writing, or (b) if to the Company, at the address of its principal office, or at
such other address as the Company shall have furnished to the Investor in writing.
f. Titles and
Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to
be considered in construing this Agreement.
g. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
h.
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company
and the holders of the Common Stock. Any amendment or waiver effected in accordance with this Section shall be binding upon each holder
of any securities purchased under this Agreement at the time outstanding (including securities into which such securities are convertible),
each future holder of all such securities, and the Company.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered as of the day and year first written above.
COMPANY: ILUSTRATO PICTURES INTERNATIONAL INC.
|
a Nevada corporation |
|
|
|
|
|
By: |
/s/ Nicolas
Link |
|
|
|
Nicolas Link, CEO |
|
INVESTOR: |
|
|
|
$100,000 |
|
Amount of Investment |
|
|
Kevin Van Hoesen |
|
|
|
By: |
/s/ Kevin Van Hoesen |
|
Title: |
Investor |
[Signature page to Ilustrato Pictures International
Inc. Common Stock]
5
Exhibit 10.3
EXHIBIT A
THIS ADDENDUM TO THE PROMISSORY NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED
HEREIN AND IN COMPLIANCE WITH THE ACT.
$500,000.00 USD |
|
July 24, 2023 |
For value received the undersigned, Ilustrato
Pictures International, Inc., a Nevada corporation with its office at 26 Broadway, Suite 934; New York, NY 10004 (“Maker”)
hereby amends the original Note dated April 26, 2022 and promises to pay to the order of RB Capital Partners, Inc., or assigns (the “Holder”),
the remaining principal sum of Five Hundred Thousand Dollars ($500,000.00) plus all accrued interest in lawful money in the United States
of America, which shall be legal tender. This addendum to the promissory note (the “Note Addendum”) has an effective date
of July 24, 2023 (the “Effective Date”).
1.1
Shares Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted (“Conversion
Shares”) shall be determined by dividing the aggregate principal and interest amount borrowed hereunder by $0.01 (the
“Note Conversion Price”). provided, however, that, in no event, shall Holder be entitled to convert any portion of this
Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock
beneficially owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through
the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of Maker
subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of
common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is
being made, would result in beneficial ownership by Holder and its affiliates of more than 9.99% of the outstanding shares of common
stock of the Company; and (3) in the event of a forward or reverse stock split, the conversion price shall remain unaffected. For
purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such
proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the
Conversion Amount (as defined below) by the Note Conversion Price. The term “Conversion Amount” means, with respect to
any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the
Company’s option, accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to
the conversion date, provided, however, that the Company shall have the right to pay any or all interest in cash
All other terms and conditions remain in effect.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-3_001.jpg)
IN WITNESS WHEREOF, Maker has duly executed
this amendment to the original note as of the day and year above first written, with the Effective Date as provided above.
“ILUSTRATO PICTURES INTERNATIONAL, INC.” |
|
|
|
/s/ Nicolas Link |
|
Nicolas Link |
|
CEO & Director |
|
Terms Agreed to and Accepted: |
|
|
|
“HOLDER” |
|
|
|
/s/ Brett Rosen |
|
Brett Rosen for RB Capital Partners, Inc |
|
Managing Partner |
|
Exhibit 10.4
THE SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ILUSTRATO PICTURES INTERNATIONAL,
INC.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: $100,000.00 USD |
|
August 29, 2023 |
WHEREAS on August 29, 2023, RB
Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla, California 92037 (the “Holder”) loaned funds totaling,
$100,000.00 to Ilustrato Pictures International, Inc., a Nevada corporation with its office at 26 Broadway; Suite 934; New York, NY I
0004 (the “Company”). Payment for the loan was made directly to the Company in the form of a Wire Transfer.
WHEREAS the
Company and Holder further agreed that such services provided by the Holder to the Company would be evidenced in a convertible note, which
convertible note would be convertible into shares of common stock of the Company at the rate of $0.50 in accordance with Section 3 below;
NOW THEREFORE
THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein,
the parties covenant and agree each with the other as follows:
| 1. | Principal and Interest. |
1.1 The
Company, for value received, hereby promises to pay to the order of the Holder the sum of One Hundred Thousand Dollars ($100,000.00),
which amount represents the amount owed to Holder as of August 29, 2023.
1.2 This
Convertible Promissory Note (the “Note”) shall bear five percent (5%) interest per annum. The Note is for a period of (24) months
and cannot be converted until (12) months from the date first written above has passed.
1.3 Upon
payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-4_001.jpg)
1.4 The
principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder
hereof as such Holder shall from time to time designate.
2. Attorney’s
Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to
the principal payable hereunder, reasonable attorneys’ fees and costs incurred by the Holder.
3.1 Voluntary
Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of
fully paid and non-assessable whole shares of the Company’s $0.001 Par Value common stock (“Common Stock”) determined in accordance
with Section 3.2 below.
3.2 Shares
Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted (the “Conversion
Shares”) shall be determined by dividing the aggregate principal amount borrowed hereunder by $0.50 (the “Note Conversion
Price”); provided, however, that, in no event, shall Holder be entitled to convert any portion of this Note in excess of that
portion of this Note upon conversion of which the sum of (1) the number of shares of Common stock beneficially owned by Holder and
its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of this Note or the unexercised or unconverted portion of any other security of Maker subject to a limitation on conversion
or exercise analogous to the limitations contained herein) and (2) the number of shares of common stock issuable upon the conversion
of the portion of this Note with respect to which the determination of this proviso is being made, would result in the beneficial
ownership by Holder and its affiliates of more than 9.99% of the outstanding shares of common stock of the Company. For purposes of
the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and Regulation l3D-G thereunder, except as otherwise provided in clause (1) of such proviso. The
number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion
Amount (as defined below) by the Note Conversion Price. The Term “Conversion Amount” means, with respect to any conversion
of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the Company’s option,
accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to the conversion date,
provided; however, that the Company shall have the right to pay any or all interest in cash.
3.3 Notice
and Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5)
business days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall
provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to
the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the
Holder certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount was not so converted, a
new note representing such balance.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-4_001.jpg)
| 3.4 | Other Conversion Provisions. |
(a) Adjustment
of Note Conversion Price. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification
involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price
shall forthwith be unaffected. In the event the Company shall in any manner, subsequent to the issuance
of this Note, approve a reclassification involving a forward stock split and subdivision of the Company’s issued and outstanding shares
of Common Stock, the Note Conversion Price shall forthwith be unaffected.
(b) Common
Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term “Common Stock” shall mean
the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock.
Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5 No
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing
any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal
hereunder that is not so converted.
4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a) Authorization;
Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes
a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Governmental
Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the Company’s valid execution, delivery or performance of this Note
except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933,
as amended (the “1933 Act”), or such filings as may be required under applicable state securities laws, which, if applicable,
will be timely filed within the applicable periods therefor.
(c) No Violation.
The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated hereby
will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any
mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any
federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict
with or constitute, with or without the passage of time or giving of notice, either a material default under any such provision or
an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension,
revocation, impainnent, forfeiture or nonrenewal of any material pennit, license, authorization or approval applicable to the
Company, its business or operations, or any of its assets or properties.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-4_001.jpg)
5. Representations
and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of
the Holder:
(a) Investment
Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the
sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of
the same except pursuant to a registration or exemption.
(b) Private
Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under
the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration
predicated on the representations set forth in this Section 8.
(c) Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its investment.
(d) Risk
of No Registration. The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant
to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934
Act, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell
the Common Stock issuable upon conversion of the Note, it may be required to hold such securities
for an indefinite period. The Holder also understands that any sale of the Note or the Common Stock which might be made by it in reliance
upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.
6. Assignment.
Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7. Waiver
and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.
8. Transfer of This
Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or
securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or
that such transfer would adversely affect the Company’s ability to account for future transactions to which it is a party as a
pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the
Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall
bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the
opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may
issue stop transfer instructions to its transfer agent in connection with such restrictions.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-4_001.jpg)
9. Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified
mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving to the other addressee
notice of such new address in conformance with this Section.
10. Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of California, without regard
to the conflicts of law provisions thereof.
11. Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except
as otherwise indicated, all references herein to Sections refer to Sections hereof.
12. Waiver
by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13. Delays.
No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note
and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its
terms.
15. No
Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this
Note against impairment.
[SIGNATURE PAGE TO FOLLOW]
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-4_001.jpg)
IN WITNESS
WHEREOF, Ilustrato Pictures International, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued
and delivered, all on the date first above written.
|
ILUSTRATO PICTURES INTERNATIONAL, INC. |
|
|
Date: August 29, 2023 |
By: |
/s/ Nicolas Link |
|
|
Nicolas Link |
|
Its: |
CEO & Director |
|
|
|
RB CAPITAL PARTNERS, INC. |
|
|
Date: August 29, 2023 |
By: |
/s/ Brett Rosen |
|
|
Brett Rosen |
|
Its: |
Managing Member |
Exhibit 10.5
THE SECURITIES REPRESENTED BY THIS
INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE
TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ILUSTRATO PICTURES INTERNATIONAL,
INC.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: |
$450,000.00 USD |
September 5, 2023 |
WHEREAS on September 5, 2023, RB Capital Partners, Inc.,
with its offices at 2856 Torrey Pines Road, La Jolla, California 92037 (the “Holder”) loaned funds totaling, $450,000.00
to Ilustrato Pictures International, Inc., a Nevada corporation with its office at 26 Broadway; Suite 934; New York, NY 10004 (the “Company”).
Payment for the loan was made directly to the Company in the form of a Wire Transfer.
WHEREAS the Company and Holder further
agreed that such services provided by the Holder to the Company would be evidenced in a convertible note, which convertible note would
be convertible into shares of common stock of the Company at the rate of $0.50 in accordance with Section 3 below;
NOW THEREFORE THIS AGREEMENT WITNESSES
that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and
agree each with the other as follows:
| 1. | Principal and Interest. |
1.1 The
Company, for value received, hereby promises to pay to the order of the Holder the sum of Four Hundred Fifty Thousand Dollars ($450,000.00),
which amount represents the amount owed to Holder as of September 5, 2023.
1.2 This
Convertible Promissory Note (the “Note”) shall bear five percent (5%) interest per annum. The Note is for a period of (24) months
and cannot be converted until (12) months from the date first written above has passed.
1.3 Upon
payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-5_001.jpg)
1.4 The principal under this Note shall be payable at the principal office of the Company
and shall be forwarded to the address of the Holder hereof as such Holder shall from time to time designate.
2. Attorney’s
Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to
the principal payable hereunder, reasonable attorneys’ fees and costs incurred by the Holder.
3.1 Voluntary
Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of
fully paid and non-assessable whole shares of the Company’s $0.001 Par Value common stock (“Common Stock”) determined in accordance
with Section 3.2 below.
3.2 Shares
Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted (the “Conversion
Shares”) shall be determined by dividing the aggregate principal amount borrowed hereunder by $0.50 (the “Note
Conversion Price”); provided, however, that, in no event, shall Holder be entitled to convert any portion of this Note in
excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common stock beneficially owned
by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the
unconverted portion of this Note or the unexercised or unconverted portion of any other security of Maker subject to a limitation on
conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of common stock issuable upon the
conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in the
beneficial ownership by Holder and its affiliates of more than 9.99% of the outstanding shares of common stock of the Company. For
purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of such
proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the
Conversion Amount (as defined below) by the Note Conversion Price. The Term “Conversion Amount” means, with respect to
any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the
Company’s option, accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to
the conversion date, provided; however, that the Company shall have the right to pay any or all interest in cash.
3.3 Notice and
Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5)
business days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall
provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to
the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the
Holder certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount was not so converted, a
new note representing such balance.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-5_001.jpg)
| 3.4 | Other Conversion Provisions. |
(a) Adjustment
of Note Conversion Price. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification
involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion
Price shall forthwith be unaffected. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a
reclassification involving a forward stock split and subdivision of the Company’s issued and outstanding shares of Common Stock,
the Note Conversion Price shall forthwith be unaffected.
(b) Common
Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term “Common Stock” shall mean
the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock.
Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5 No
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing
any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal
hereunder that is not so converted.
4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a) Authorization;
Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes
a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Governmental
Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the Company’s valid execution, delivery or performance of this Note
except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933,
as amended (the “1933 Act”), or such filings as may be required under applicable state securities laws, which, if applicable,
will be timely filed within the applicable periods therefor.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-5_001.jpg)
(c) No
Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions
contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any
provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its
knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in
material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any
such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company
or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval
applicable to the Company, its business or operations, or any of its assets or properties.
5. Representations
and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of
the Holder:
(a) Investment
Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the
sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of
the same except pursuant to a registration or exemption.
(b) Private
Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under
the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration
predicated on the representations set forth in this Section 8.
(c) Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its investment.
(d) Risk
of No Registration. The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant
to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934
Act, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock
issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. The Holder also understands
that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only
in accordance with the terms and conditions of that Rule.
6. Assignment.
Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7. Waiver
and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-5_001.jpg)
8. Transfer
of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or
securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or
that such transfer would adversely affect the Company’s ability to account for future transactions to which it is a party as a
pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the
Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall
bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the
opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may
issue stop transfer instructions to its transfer agent in connection with such restrictions.
9. Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified
mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving to the other addressee
notice of such new address in conformance with this Section.
10. Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of California, without regard
to the conflicts of law provisions thereof.
11. Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except
as otherwise indicated, all references herein to Sections refer to Sections hereof.
12. Waiver
by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13. Delays.
No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note
and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its
terms.
15. No
Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this
Note against impairment.
[SIGNATURE PAGE TO FOLLOW]
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-5_001.jpg)
IN WITNESS WHEREOF, Ilustrato Pictures International,
Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first
above written.
|
ILUSTRATO PICTURES INTERNATIONAL, INC. |
|
|
|
Date: September 5, 2023 |
By |
/s/ Nicolas Link |
|
|
Nicolas Link |
|
Its: |
CEO & Director |
|
|
|
|
RB CAPITAL PARTNERS, INC. |
|
|
|
Date: September 5, 2023 |
By: |
/s/ Brett Rosen |
|
|
Brett Rosen |
|
Its: |
Managing Member |
6
Exhibit 10.6
THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ILUSTRATO PICTURES INTERNATIONAL INC.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: |
$27,500.00 USD |
September 07, 2023 |
Purchase Price: |
$25,000.00 USD |
|
WHEREAS on |September 07, 2023, Richard Astrom (the “Holder”)
loaned funds totaling, $27,500.00 to Ilustrato Pictures International Inc., a Nevada corporation (the “Company”). Payment
for the loan is to be made directly to the company in the form of a Wire Transfer.
WHEREAS the Company and Holder further
agreed that such loaned funds provided by the Holder to the Company would be evidenced in a convertible note, which convertible note would
be convertible into shares of common stock of the Company in accordance with Section 3 below;
NOW THEREFORE THIS AGREEMENT WITNESSES
that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and
agree each with the other as follows:
1. Principal and Interest.
1.1 The
Company, for value received, hereby promises to pay to the order of the Holder the sum of Twenty Seven Thousand Five Hundred Dollars ($27,500.00),
which amount represents the amount owed to Holder as of 07 September, 2023.
1.2 This
Convertible Promissory Note (the “Note”) shall bear nine percent (9%) interest per annum. The Note is for a period of 6 months
and cannot be converted until (3) months from the date first written above has passed.
1.3 This
note carries an original issue discount of $2,750.00 (the “OID”) which is included in the principal balance of this note.
Thus, the purchase price of this note shall be $25,000 computed as follows: the Principal amount minus the OID.
1.4 Upon
payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
1.5 The
principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder
hereof as such Holder shall from time to time designate.
2. Attorney’s
Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to
the principal payable hereunder, reasonable attorneys’ fees and costs incurred by the Holder.
3. Conversion.
3.1 Voluntary
Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of
fully paid and non-assessable whole shares of the Company’s $0.001 Par Value common stock (“Common Stock”) determined in accordance
with Section 3.2 below.
3.2 Conversion
Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject
to equitable adjustments by the Borrower relating to the Borrower’s securities, combinations, recapitalization, reclassifications,
extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price
(as defined herein) (representing a discount rate of 35%). “Market Price” means the lowest Trading Price (as defined below)
for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. “Trading
Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system
or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated
by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security
on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed
in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above,
the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the
Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes.
“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities
exchange or other securities market on which the Common Stock is then being traded.
3.3 Notice
and Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5) business
days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall provide the Company
with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to the Company together with
this Note. Within ten (10) business days of receipt of such notice, the Company shall deliver to the Holder certificate(s) or evidence
of electronic book recording for the Common Stock issuable upon such conversion and, if the entire principal amount was not so converted,
a new note representing such balance.
3.4 Other Conversion Provisions.
(a) Adjustment
of Note Conversion Price. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise)
its outstanding shares into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately
reduced, and if the Company at any time combines (by reverse stock split, recapitalization or otherwise) its outstanding shares into a
smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.
(b) Common
Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term “Common Stock” shall mean
the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock.
Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5 No
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing
any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal
hereunder that is not so converted.
3.6 Prepayment.
At any time prior to the date that an Event of Defaults occurs under this note, the Company shall have the right, exercisable on four
(4) Trading days prior written notice to the Holder of the note, to prepay the outstanding Principal Amount and interest then due under
this note in accordance with this section 3.6. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall
be delivered to the holder of the Note at its registered addresses or by email and shall state: (1) that the Company is exercising its
right to prepay the Note, and (2) the date of prepayment which shall be four (4) Trading days from the date of the Optional Prepayment
Notice (the “Optional Prepayment Date”). Within two (2) Trading Day after the Holder’s receipt of the Optional Prepayment
Notice, Holder shall specify in writing payment instructions to the Company. On the Optional Prepayment Date, the Company shall make payment
of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company. If the Company
exercises its right to prepay the Note in accordance with this section, the Company shall make payment to the Holder of an amount in cash
equal to the sum of : (w) 110% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal
Amount to the Optional Prepayment date.
4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a) Authorization;
Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes
a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and
(ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(b) Governmental
Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the Company’s valid execution, delivery or performance of this Note
except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933,
as amended (the “1933 Act”), or such filings as may be required under applicable state securities laws, which, if applicable,
will be timely filed within the applicable periods therefor.
(c) No
Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions contemplated
hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any provision of any mortgage,
agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its knowledge, of any federal or state
judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in material conflict with or constitute, with
or without the passage of time or giving of notice, either a material default under any such provision or an event that results in the
creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture
or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations, or any
of its assets or properties.
5. Representations
and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of
the Holder:
(a) Investment
Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the
sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of
the same except pursuant to a registration or exemption.
(b) Private
Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under
the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration
predicated on the representations set forth in this Section 8.
(c) Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment and has the ability to bear the economic risks of its investment.
6. Assignment.
Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7. Waiver
and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.
8. Transfer
of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or
securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or
that such transfer would adversely affect the Company’s ability to account for future transactions to which it is a party as a
pooling of interests and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the
Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall
bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the
opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may
issue stop transfer instructions to its transfer agent in connection with such restrictions.
9. Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or fourteen (14) business days after deposit if deposited in the United States mail for mailing
by certified mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving to the
other addressee notice of such new address in conformance with this Section. Notices are also accepted by email and considered notified
within 24 hours of read receipt.
10. Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Florida, without regard to
the conflicts of law provisions thereof.
11. Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except
as otherwise indicated, all references herein to Sections refer to Sections hereof.
12. Waiver
by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13. Delays.
No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note
and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its
terms.
15. No
Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this
Note against impairment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, Ilustrato Pictures International Inc. has
caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.
|
ILUSTRATO PICTURES INTERNATIONAL INC. |
|
|
Date: September 07, 2023 |
By: |
Nicolas Link |
|
Its: |
CEO |
|
|
|
Richard Astrom |
|
|
Date: September 07, 2023 |
|
|
/s/ Richard Ashstrom |
|
By: |
Richard Astrom |
6
Exhibit 10.7
EXHIBIT A
THIS ADDENDUM TO THE PROMISSORY NOTE HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) AND IS TRANSFERABLE ONLY UPON THE CONDITIONS SPECIFIED
HEREIN AND IN COMPLIANCE WITH THE ACT.
$500,000.00 USD |
|
October 4, 2023 |
For value received the undersigned, Ilustrato
Pictures International, Inc., a Nevada corporation with its office at 26 Broadway, Suite 934; New York, NY 10004 (“Maker”)
hereby amends the original Note dated May 20, 2022 and promises to pay to the order of RB Capital Partners, Inc., or assigns (the “Holder”),
the remaining principal sum of Five Hundred Thousand Dollars ($500,000.00) plus all accrued interest in lawful money in the United States
of America, which shall be legal tender. This addendum to the promissory note (the “Note Addendum”) has an effective date
of October 4, 2023 (the “Effective Date”).
1.1
Shares Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted (“Conversion
Shares”) shall be determined by dividing the aggregate principal and interest amount borrowed hereunder by $0.01 (the
“Note Conversion Price”). provided, however, that, in no event, shall Holder be entitled to convert any portion of this
Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock
beneficially owned by Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through
the ownership of the unconverted portion of this Note or the unexercised or unconverted portion of any other security of Maker
subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of
common stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is
being made, would result in beneficial ownership by Holder and its affiliates of more than 9.99% of the outstanding shares of common
stock of the Company; and (3) in the event of a forward or reverse stock split, the conversion price shall remain unaffected. For
purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause (1) of
such proviso. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing
the Conversion Amount (as defined below) by the Note Conversion Price. The term “Conversion Amount” means, with respect
to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the
Company’s option, accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to
the conversion date, provided, however, that the Company shall have the right to pay any or all interest in cash
All other terms and conditions remain in effect.
IN WITNESS WHEREOF, Maker has duly executed this amendment to the original
note as of the day and year above first written, with the Effective Date as provided above.
“ILUSTRATO PICTURES INTERNATIONAL, INC.” |
|
|
|
/s/ Nicolas
Link |
|
Nicolas Link |
|
CEO & Director |
|
Terms Agreed to and Accepted: |
|
|
|
“HOLDER” |
|
|
|
/s/ Brett Rosen |
|
Brett Rosen for RB Capital Partners, Inc |
|
Managing Partner |
|
Exhibit 10.8
NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
THE ISSUE PRICE OF THIS NOTE IS $89,250.00
THE
ORIGINAL ISSUE DISCOUNT IS $4,250.00
Principal Amount: $89,250.00 |
Issue Date: October 20, 2023 |
Purchase Price: $85,000.00 |
|
CONVERTIBLE PROMISSORY NOTE
FOR VALUE RECEIVED, ILUSTRATO PICTURES INTERNATIONAL,
INC., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800
DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of
$89,250.00 together with any interest as set forth herein, on July 30, 2024 (the “Maturity Date”), and to pay interest
on the unpaid principal balance hereof at the rate of nine percent (9%) (the “Interest Rate”) per annum from the date
hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by
prepayment or otherwise. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any
amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%)
per annum from the due date thereof until the same is paid (“Default Interest”). Interest shall be computed on the basis
of a 365 day year and the actual number of days elapsed. Interest shall commence accruing on the Issue Date but shall not be payable
until the Note becomes payable (whether at Maturity Date or upon acceleration or by prepayment). All payments due hereunder (to the
extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms
hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder
shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term
used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated
the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).
This Note is free
from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other
similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.
The following terms shall apply to this Note:
ARTICLE I. CONVERSION RIGHTS
1.1 Conversion Right.
The Holder shall have the right from time to time, and at any time during the period beginning on the date which is one hundred
eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of payment of
the Default Amount (as defined in Article III), each in respect of the remaining outstanding principal amount of this Note to
convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of
Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into
which such Common Stock shall hereafter be changed or reclassified at the conversion price (the “Conversion Price”)
determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be
entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the
number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be
deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of
any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein)
and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the
determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than
4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial
ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The
beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares
of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined
below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached
hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 1.4
below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably
expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the
“Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion
Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note,
the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option,
accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus
(3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1)
and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 1.4 hereof.
1.2 Conversion Price.
The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein) (subject to
equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the
Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The "Variable
Conversion Price" shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%).
“Market Price” means the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day
period ending on the latest complete Trading Day prior to the Conversion Date. “Trading Price” means, for any security
as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the
“OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e.
Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the
principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security
is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are
listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner
provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a
majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine
the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any
period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being
traded.
1.3 Authorized
Shares. The Borrower covenants that during the period the conversion right exists, the Borrower will reserve from its authorized and
unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the
full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved
five times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note
in effect from time to time initially 38,888,888)(the “Reserved Amount”). The Reserved Amount shall be increased from time
to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be
duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to
its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current
Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares
of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges
that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note,
and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty
of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms
and conditions of this Note.
If, at any time the Borrower does not
maintain the Reserved Amount it will be considered an Event of Default under Section 3.2 of the Note.
1.4 Method of Conversion.
(a) Mechanics
of Conversion. As set forth in Section 1.1 hereof, from time to time, and at any time during the period beginning on the date which
is one hundred eighty (180) days following the date of this Note and ending on the later of: (i) the Maturity Date and (ii) the date of
payment of the Default Amount, this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue
Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched
on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 1.4(b), surrendering this Note at the principal
office of the Borrower (upon payment in full of any amounts owed hereunder). The Holder shall be entitled to deduct $500.00 from the conversion
amount in each Notice of Conversion to cover Holder's deposit fees associated with each Notice of Conversion. Any additional expenses
incurred by Holder with respect to the Borrower's transfer agent, for the issuance of the Common Stock into which this Note is convertible
into, shall immediately and automatically be added to the balance of the Note at such time as the expenses are incurred by Holder.
(b) Surrender
of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal
amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and
the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require
physical surrender of this Note upon each such conversion.
(c) Delivery
of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable
means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower
shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable
upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion
of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.
Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable
upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to
reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this
Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets,
as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s
obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of
any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment
against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower
to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder
of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower
to the Holder in connection with such conversion.
(d) Delivery
of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion,
provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to
cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of
Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.
(e) Failure to
Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including
actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note
is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day
in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver
Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e.,
transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect
delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which
it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month
in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in
accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance
with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting
from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify.
Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 1.4(e) are justified.
1.5
Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless:
(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall
have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel
in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption
from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate”
(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5
and who is an Accredited Investor (as defined in the Purchase Agreement).
Any restrictive
legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall
issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received
an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions,
to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall
be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion
of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise
may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel
provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), at the
Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.
1.6 Effect of Certain Events.
(a) Effect
of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the
assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of
the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into
any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined
in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such
transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation,
limited liability company, partnership, association, trust or other entity or organization.
(b) Adjustment Due
to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the
Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a
result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another
class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or
substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then
the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms
and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such
stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in
full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case
appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the
provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares
issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities
or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section
1.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5)
days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date,
the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale
of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity
(if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to
successive consolidations, mergers, sales, transfers or share exchanges.
(c) Adjustment
Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders
of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the
Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a
“Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record
for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the
Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common
Stock on the record date for the determination of shareholders entitled to such Distribution.
1.7 Prepayment.
Notwithstanding anything to the contrary contained in this Note, at any time during the periods set forth on the table immediately
following this paragraph (the “Prepayment Periods”) or as otherwise agreed to between the Borrower and the Holder, the
Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to
prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.7. Any notice of prepayment
hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and
shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not
more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the
“Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to
Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be
sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its
right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage
(“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the applicable
Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and
unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if
any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof
(the “Optional Prepayment Amount”).
Prepayment Period |
Prepayment Percentage |
1. The period beginning on the Issue Date and ending on the date which is sixty (60) days following the Issue Date. |
120% |
2. The period beginning on the date which is sixty-one (61) days following the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date. |
125% |
After the expiration of the Prepayment
Periods set forth above, the Borrower may submit an Optional Prepayment Notice to the Holder. Upon receipt by the Holder of the Optional
Prepayment Notice post Prepayment Periods, the prepayment shall be subject to the Holder’s and the Borrower’s agreement with
respect to the applicable Prepayment Percentage.
Notwithstanding anything contained
herein to the contrary, the Holder’s conversion rights herein shall not be affected in any way until the Note is fully paid (funds
received by the Holder) pursuant to an Optional Prepayment Notice.
ARTICLE II. CERTAIN COVENANTS
2.1 Sale of Assets.
So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent,
sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the
disposition of any assets may be conditioned on a specified use of the proceeds of disposition.
ARTICLE III. EVENTS OF DEFAULT
If any of the following events of default (each, an “Event
of Default”) shall occur:
3.1 Failure
to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at
maturity or upon acceleration and such breach continues for a period of five (5) days after written notice from the Holder.
3.2 Conversion
and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing that it will
not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of
this Note, fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate
for shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note,
the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing)
(electronically or in certificated form) any certificate for shares of Common Stock to be issued to the Holder upon conversion of or otherwise
pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays,
and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof)
on any certificate for any shares of Common Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when
required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described
in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations
shall not be rescinded in writing) for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an
obligation of the Borrower to remain current in its obligations to its transfer agent. It shall be an event of default of this Note, if
a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option
of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds
shall be paid by the Borrower to the Holder within forty-eight (48) hours of a demand from the Holder.
3.3 Breach of
Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any
collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days
after written notice thereof to the Borrower from the Holder.
3.4 Breach
of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or
misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect
on the rights of the Holder with respect to this Note or the Purchase Agreement.
3.5 Receiver
or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or
consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or
trustee shall otherwise be appointed.
3.6 Bankruptcy.
Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any
bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.
3.7 Delisting
of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically
includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market,
the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.
3.8 Failure
to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the
Borrower shall cease to be subject to the reporting requirements of the Exchange Act.
3.9 Liquidation.
Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.
3.10 Cessation
of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such
debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern”
shall not be an admission that the Borrower cannot pay its debts as they become due.
3.11 Financial
Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days
after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison
to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note
or the Purchase Agreement.
3.12
Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,
prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered
pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved
Amount) signed by the successor transfer agent to Borrower and the Borrower.
3.13 Cross-Default.
Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the
Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice
and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which
event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note
and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively,
all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of
the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include
the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction
and with all other existing and future debt of Borrower to the Holder.
Upon the occurrence and during the
continuation of any Event of Default specified in Section 3.1 (solely with respect to failure to pay the principal hereof or
interest thereon when due at the Maturity Date), the Note shall become immediately due and payable and the Borrower shall pay to the
Holder, in full satisfaction of its obligations hereunder, an amount equal to the Default Amount (as defined herein). UPON THE
OCCURRENCE AND DURING THE CONTINUATION OF ANY EVENT OF DEFAULT SPECIFIED IN SECTION 3.2, THE NOTE SHALL BECOME IMMEDIATELY DUE AND
PAYABLE AND THE BORROWER SHALL PAY TO THE HOLDER, IN FULL SATISFACTION OF ITS OBLIGATIONS HEREUNDER, AN AMOUNT EQUAL TO: (Y) THE
DEFAULT AMOUNT (AS DEFINED HEREIN); MULTIPLIED BY (Z) TWO (2). Upon the occurrence and during the continuation of any Event of
Default specified in Sections 3.1 (solely with respect to failure to pay the principal hereof or interest thereon when due on this
Note upon a Trading Market Prepayment Event pursuant to Section 1.7 or upon acceleration), 3.3, 3.4, 3.7, 3.8, 3.10, 3.11, 3.12,
3.13, and/or 3.14 exercisable through the delivery of written notice to the Borrower by such Holders (the “Default
Notice”), and upon the occurrence of an Event of Default specified the remaining sections of Articles III (other than failure
to pay the principal hereof or interest thereon at the Maturity Date specified in Section 3,1 hereof), the Note shall become
immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount
equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and
unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus
(y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder
pursuant to Sections 1.3 and 1.4(g) hereof (the then outstanding principal amount of this Note to the date of payment plus
the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other
amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby
are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder
shall be entitled to exercise all other rights and remedies available at law or in equity.
If the Borrower fails to pay the Default
Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any
time, so long as the Borrower remains in default (and so long and to the extent that there are sufficient authorized shares), to require
the Borrower, upon written notice, to immediately issue, in lieu of the Default Amount, the number of shares of Common Stock of the Borrower
equal to the Default Amount divided by the Conversion Price then in effect.
ARTICLE IV. MISCELLANEOUS
4.1 Failure
or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive
of, any rights or remedies otherwise available.
4.2 Notices.
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt
requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery,
telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written
notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated
below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following
such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the
second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
If to the Borrower, to:
ILUSTRATO PICTURES INTERNATIONAL, INC.
26 Broadway, Suite 934
New York, NY 10004
Attn: Nicolas Link, Chief Executive Officer
Email: nick.link@firebuggroup.com
If to the Holder:
1800 DIAGONAL LENDING LLC
1800 Diagonal Road, Suite 623
Alexandria VA 22314
Attn: Curt Kramer, President
e-mail: ckramer@sixthstreetlending.com
With a copy by fax only to (which copy
shall not constitute notice):
Naidich Wurman LLP
111 Great Neck Road, Suite 216
Great Neck, NY 11021
Attn: Allison Naidich
facsimile: 516-466-3555
e-mail: allison@nwlaw.com
4.3 Amendments. This
Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term
“Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes
issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or
supplemented.
4.4 Assignability.
This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors
and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and
Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with
a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.
4.5 Cost
of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including
reasonable attorneys’ fees.
4.6 Governing
Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles
of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall
be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for
the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action
instituted hereunder and shall not assert any objection or defense based on lack of jurisdiction or venue or based upon forum non conveniens.
The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney's fees
and costs incurred in connection with or related to any Event of Default by the Company, as defined in Article III hereof. In the event
that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable
statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall
not affect the validity or enforceability of any other provision hereof or any agreement delivered in connection herewith. Each party
hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection
with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note
and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any other manner permitted by law.
4.7 Purchase
Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.
4.8 Remedies.
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the
intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach
of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the
provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition
to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce
specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being
required.
IN WITNESS WHEREOF, Borrower has caused
this Note to be signed in its name by its duly authorized officer this on October 20, 2023
ILUSTRATO PICTURES INTERNATIONAL, INC. |
|
|
|
By: |
/s/ Nicolas Link |
|
|
Nicolas Link |
|
|
Chief Executive Officer |
|
EXHIBIT A -- NOTICE OF CONVERSION
The undersigned hereby
elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant
to the conversion of the Note (“Common Stock”) as set forth below, of ILUSTRATO PICTURES INTERNATIONAL, INC., a Nevada corporation
(the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of October 20, 2023 (the “Note”),
as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.
Box Checked as to applicable instructions:
| ☐ | The Borrower shall electronically transmit the
Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit
Withdrawal Agent Commission system (“DWAC Transfer”). |
Name of DTC Prime Broker:
Account Number:
| ☐ | The undersigned hereby requests that the Borrower issue a
certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation
attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto: |
Date
of conversion: | |
| |
Applicable
Conversion Price: | |
$ | | |
Number
of shares of common stock to be issued pursuant to conversion of the Notes: | |
| | |
Amount
of Principal Balance due remaining under
the Note after this conversion: | |
| | |
|
1800 DIAGONAL LENDING LLC |
|
|
|
|
By: |
|
|
Name: |
Curt Kramer |
|
Title: |
President |
|
|
|
|
Date: |
|
13
Exhibit
10.9
THE SECURITIES
REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ILUSTRATO PICTURES INTERNATIONAL,
INC. CONVERTIBLE PROMISSORY NOTE
Principal Amount: $200,000.00 USD |
|
November 7, 2023 |
WHEREAS on November 7, 2023,
RB Capital Partners, Inc., with its offices at 2856 Torrey Pines Road, La Jolla, California 92037 (the “Holder”) loaned funds
totaling, $200,000.00 to Ilustrato Pictures International, Inc., a Nevada corporation with its office at 26 Broadway; Suite 934; New York,
NY I 0004 (the “Company”). Payment for the loan was made directly to the Company in the form of a Wire Transfer.
WHEREAS the
Company and Holder further agreed that such services provided by the Holder to the Company would be evidenced in a convertible note, which
convertible note would be convertible into shares of common stock of the Company at the rate of $0.50 in accordance with Section 3 below;
NOW THEREFORE
THIS AGREEMENT WITNESSES that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein,
the parties covenant and agree each with the other as follows:
| 1. | Principal and Interest. |
1.1 The
Company, for value received, hereby promises to pay to the order of the Holder the sum of Two Hundred Thousand Dollars ($200,000.00),
which amount represents the amount owed to Holder as of November 7, 2023.
1.2 This
Convertible Promissory Note (the “Note”) shall bear five percent (5%) interest per annum. The Note is for a period of (24) months
and cannot be converted until (12) months from the date first written above has passed.
1.3 Upon
payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-9_001.jpg)
1.4
The principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the Holder
hereof as such Holder shall from time to time designate.
2. Attorney’s
Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial
proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in addition to
the principal payable hereunder, reasonable attorneys’ fees and costs incurred by the Holder.
3. Conversion.
3.1 Voluntary
Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number of
fully paid and non-assessable whole shares of the Company’s $0.001 Par Value common stock (“Common Stock”) determined in accordance
with Section 3.2 below.
3.2 Shares
Issuable. The number of whole shares of Common Stock into which this Note may be voluntarily converted (the “Conversion
Shares”) shall be determined by dividing the aggregate principal amount borrowed hereunder by $0.50 (the “Note Conversion
Price”); provided, however, that, in no event, shall Holder be entitled to convert any portion of this Note in excess of that
portion of this Note upon conversion of which the sum of (1) the number of shares of Common stock beneficially owned by Holder and
its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted
portion of this Note or the unexercised or unconverted portion of any other security of Maker subject to a limitation on conversion
or exercise analogous to the limitations contained herein) and (2) the number of shares of common stock issuable upon the conversion
of the portion of this Note with respect to which the determination of this proviso is being made, would result in the beneficial
ownership by Holder and its affiliates of more than 4.99% of the outstanding shares of common stock of the Company. For purposes of
the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities Exchange Act of 1934 and Regulation 13D-G thereunder, except as otherwise provided in clause (I) of such proviso. The
number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion
Amount (as defined below) by the Note Conversion Price. The Term “Conversion Amount” means, with respect to any conversion
of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus, (2) at the Company’s option,
accrued and unpaid interest, if any, on such principal amount at the interest rate provided in this Note to the conversion date,
provided; however, that the Company shall have the right to pay any or all interest in cash.
3.3 Notice
and Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5)
business days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall
provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to
the Company together with this Note. Within twenty (20) business days of receipt of such notice, the Company shall deliver to the
Holder certificate(s) for the Common Stock issuable upon such conversion and, if the entire principal amount was not so converted, a
new note representing such balance.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-9_001.jpg)
3.4 Other Conversion Provisions.
(a) Adjustment
of Note Conversion Price. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification
involving a reverse stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price
shall forthwith be unaffected. In the event the Company shall in any manner, subsequent to the issuance of this Note, approve a reclassification
involving a forward stock split and subdivision of the Company’s issued and outstanding shares of Common Stock, the Note Conversion Price
shall forthwith be unaffected.
(b) Common
Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term “Common Stock” shall mean
the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such Common Stock.
Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5 No
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company issuing
any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of outstanding principal
hereunder that is not so converted.
4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a) Authorization;
Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization,
execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken, and this Note constitutes
a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement
of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or
other equitable remedies.
(b) Governmental
Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal governmental
authority is required on the part of the Company in connection with the Company’s valid execution, delivery or performance of this Note
except any notices required to be filed with the Securities and Exchange Commission under Regulation D of the Securities Act of 1933,
as amended (the “1933 Act”), or such filings as may be required under applicable state securities laws, which, if applicable,
will be timely filed within the applicable periods therefor.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-9_001.jpg)
(c) No
Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions
contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any
provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its
knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in
material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any
such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company
or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval
applicable to the Company, its business or operations, or any of its assets or properties.
5. Representations
and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants of
the Holder:
(a) Investment
Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to the
sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public distribution of
the same except pursuant to a registration or exemption.
(b) Private
Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered under
the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from registration
predicated on the representations set forth in this Section 8.
(c) Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and
risks of its investment, and has the ability to bear the economic risks of its investment.
(d) Risk
of No Registration. The Holder understands that if the Company does not register with the Securities and Exchange Commission pursuant
to Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”), or file reports pursuant to Section 15(d) of the 1934
Act, or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell the Common Stock
issuable upon conversion of the Note, it may be required to hold such securities for an indefinite period. The Holder also understands
that any sale of the Note or the Common Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only
in accordance with the terms and conditions of that Rule.
6. Assignment.
Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall be
binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7. Waiver
and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-9_001.jpg)
8. Transfer
of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or
securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or
that such transfer would adversely affect the Company’s ability to account for future transactions to which it is a party as a
pooling of interests, and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the
Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall
bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the
opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may
issue stop transfer instructions to its transfer agent in connection with such restrictions.
9. Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given
upon delivery if personally delivered or three (3) business days after deposit if deposited in the United States mail for mailing by certified
mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by giving to the other addressee
notice of such new address in conformance with this Section.
10. Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of California, without regard
to the conflicts of law provisions thereof.
11. Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except
as otherwise indicated, all references herein to Sections refer to Sections hereof.
12. Waiver
by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13. Delays.
No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this Note
and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its
terms.
15. No
Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms
to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions
of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this
Note against impairment.
[SIGNATURE PAGE TO FOLLOW]
![](https://www.sec.gov/Archives/edgar/data/1496383/000121390023089740/ex10-9_001.jpg)
IN WITNESS
WHEREOF, Ilustrato Pictures International, Inc. has caused this Note to be executed in its corporate name and this Note to be dated, issued
and delivered, all on the date first above written.
|
ILUSTRATO PICTURES INTERNATIONAL, INC. |
|
|
Date: November 7, 2023 |
By |
/s/ Nicolas Link |
|
|
Nicolas Link |
|
Its: |
CEO & Director |
|
RB CAPITAL PARTNERS, INC. |
|
|
Date: November 7, 2023 |
By |
/s/ Brett Rosen |
|
|
Brett Rosen |
|
Its: |
Managing Member |
Exhibit 10.10
THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ILUSTRATO PICTURES INTERNATIONAL INC.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: |
$22,222.23 USD |
November 21, 2023 |
Purchase Price: |
$20,000.00 USD |
|
WHEREAS on November 21, 2023, Twn Brooks Inc.
(the “Holder”) loaned funds totaling, $22,222.23 to Ilustrato Pictures International Inc., a Nevada corporation (the “Company”).
Payment for the loan is to be made directly to the company in the form of a Wire Transfer.
WHEREAS the Company and Holder further
agreed that such loaned funds provided by the Holder to the Company would be evidenced in a convertible note, which convertible note would
be convertible into shares of common stock of the Company in accordance with Section 3 below;
NOW THEREFORE THIS AGREEMENT WITNESSES
that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and
agree each with the other as follows:
1. Principal and Interest.
1.1 The Company, for value received, hereby promises to pay to the order of the Holder the sum of Twenty Two Thousand, Two Hundred
and Twenty Two Dollars 23 cents ($22,222.23), which amount represents the amount owed to Holder as of November 21, 2023.
1.2
This Convertible Promissory Note (the “Note”) shall bear nine percent (9%) interest per annum. The Note is for a period of
6 months and cannot be converted until (3) months from the date first written above has passed.
1.3
This note carries an original issue discount of $2,222.23 (the “OID”) which is included in the principal balance of this
note. Thus, the purchase price of this note shall be $20,000 computed as follows: the Principal amount minus the OID.
1.4 Upon
payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
1.5
The principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the
Holder hereof as such Holder shall from time to time designate.
2.
Attorney’s Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership
or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to
pay, in addition to the principal payable hereunder, reasonable attorneys’ fees and costs incurred by the Holder.
3. Conversion.
3.1 Voluntary
Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number
of fully paid and non-assessable whole shares of the Company’s $0.001 Par Value common stock (“Common Stock”) determined
in accordance with Section 3.2 below.
3.2 Conversion
Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein)
(subject to equitable adjustments by the Borrower relating to the Borrower’s securities, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65%
multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the
lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price
on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a
reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the
principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading
market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing
manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink
sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading
Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes
being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes.
“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal
securities exchange or other securities market on which the Common Stock is then being traded.
3.3 Notice
and Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5)
business days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall
provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to
the Company together with this Note. Within ten (10) business days of receipt of such notice, the Company shall deliver to the
Holder certificate(s) or evidence of electronic book recording for the Common Stock issuable upon such conversion and, if the entire
principal amount was not so converted, a new note representing such balance.
3.4 Other Conversion Provisions.
(a)
Adjustment of Note Conversion Price. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization
or otherwise) its outstanding shares into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision
will be proportionately reduced, and if the Company at any time combines (by reverse stock split, recapitalization or otherwise) its outstanding
shares into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.
(b)
Common Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term “Common Stock”
shall mean the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such
Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5
No Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the
Company issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of
outstanding principal hereunder that is not so converted.
3.6
Prepayment. At any time prior to the date that an Event of Defaults occurs under this note, the Company shall have the right,
exercisable on four (4) Trading days prior written notice to the Holder of the note, to prepay the outstanding Principal Amount and interest
then due under this note in accordance with this section 3.6. Any notice of prepayment hereunder (an “Optional Prepayment Notice”)
shall be delivered to the holder of the Note at its registered addresses or by email and shall state: (1) that the Company is exercising
its right to prepay the Note, and (2) the date of prepayment which shall be four (4) Trading days from the date of the Optional Prepayment
Notice (the “Optional Prepayment Date”). Within two (2) Trading Day after the Holder’s receipt of the Optional Prepayment
Notice, Holder shall specify in writing payment instructions to the Company. On the Optional Prepayment Date, the Company shall make payment
of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Company. If the Company
exercises its right to prepay the Note in accordance with this section, the Company shall make payment to the Holder of an amount in cash
equal to the sum of : (w) 110% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal
Amount to the Optional Prepayment date.
4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a) Authorization;
Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken,
and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.
(b) Governmental
Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal
governmental authority is required on the part of the Company in connection with the Company’s valid execution, delivery or
performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of
the Securities Act of 1933, as amended (the “1933 Act”), or such filings as may be required under applicable state
securities laws, which, if applicable, will be timely filed within the applicable periods therefor.
(c) No
Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions
contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any
provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its
knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in
material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any
such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company
or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval
applicable to the Company, its business or operations, or any of its assets or properties.
5. Representations
and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants
of the Holder:
(a) Investment
Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to
the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public
distribution of the same except pursuant to a registration or exemption.
(b) Private
Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered
under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from
registration predicated on the representations set forth in this Section 8.
(c)
Financial Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment and has the ability to bear the economic risks of its investment.
6.
Assignment. Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company
and the Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7.
Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company
and the Holder.
8. Transfer
of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or
securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or
that such transfer would adversely affect the Company’s ability to account for future transactions to which it is a party as a
pooling of interests and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the
Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall
bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the
opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may
issue stop transfer instructions to its transfer agent in connection with such restrictions.
9. Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been
given upon delivery if personally delivered or fourteen (14) business days after deposit if deposited in the United States mail for
mailing by certified mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by
giving to the other addressee notice of such new address in conformance with this Section. Notices are also accepted by email and
considered notified within 24 hours of read receipt.
10. Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Florida, without regard
to the conflicts of law provisions thereof.
11. Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.
Except as otherwise indicated, all references herein to Sections refer to Sections hereof.
12. Waiver
by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13. Delays.
No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this
Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance
with its terms.
15. No
Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights
of the Holder of this Note against impairment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, Ilustrato Pictures International Inc. has
caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.
|
ILUSTRATO PICTURES INTERNATIONAL INC. |
|
|
Date: November 21, 2023 |
By: |
Nicolas Link |
|
Its: |
CEO |
|
|
|
Twn Brooks Inc. |
|
|
Date: November 21, 2023 |
|
|
|
|
By: |
/s/ Christopher Astromn |
6
Exhibit 10.11
THE SECURITIES REPRESENTED BY
THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO
SUCH SALE OR DISPOSITION MAY BE AFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
ILUSTRATO PICTURES INTERNATIONAL INC.
CONVERTIBLE PROMISSORY NOTE
Principal Amount: |
$22,222.23 USD |
November 21, 2023 |
Purchase Price: |
$20,000.00 USD |
|
WHEREAS on November 21, 2023, Carizzo LLC (the
“Holder”) loaned funds totaling, $22,222.23 to Ilustrato Pictures International Inc., a Nevada corporation (the “Company”).
Payment for the loan is to be made directly to the company in the form of a Wire Transfer.
WHEREAS the Company and Holder further
agreed that such loaned funds provided by the Holder to the Company would be evidenced in a convertible note, which convertible note would
be convertible into shares of common stock of the Company in accordance with Section 3 below;
NOW THEREFORE THIS AGREEMENT WITNESSES
that for and in consideration of the mutual premises and the mutual covenants and agreements contained herein, the parties covenant and
agree each with the other as follows:
1. Principal and Interest.
1.1 The Company, for value received, hereby promises to pay to the order of the Holder the sum of Twenty Two Thousand, Two Hundred
and Twenty Two Dollars 23 cents ($22,222.23), which amount represents the amount owed to Holder as of November 21, 2023.
1.2
This Convertible Promissory Note (the “Note”) shall bear nine percent (9%) interest per annum. The Note is for a period of
6 months and cannot be converted until (3) months from the date first written above has passed.
1.3
This note carries an original issue discount of $2,222.23 (the “OID”) which is included in the principal balance of this
note. Thus, the purchase price of this note shall be $20,000 computed as follows: the Principal amount minus the OID.
1.4
Upon payment in full of the principal, this Note shall be surrendered to the Company for cancellation.
1.5
The principal under this Note shall be payable at the principal office of the Company and shall be forwarded to the address of the
Holder hereof as such Holder shall from time to time designate.
2. Attorney’s
Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other
judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to pay, in
addition to the principal payable hereunder, reasonable attorneys’ fees and costs incurred by the Holder.
3. Conversion.
3.1 Voluntary
Conversion. The Holder shall have the right, exercisable in whole or in part, to convert the outstanding principal into a number
of fully paid and non-assessable whole shares of the Company’s $0.001 Par Value common stock (“Common Stock”) determined
in accordance with Section 3.2 below.
3.2 Conversion
Price. The conversion price (the “Conversion Price”) shall equal the Variable Conversion Price (as defined herein)
(subject to equitable adjustments by the Borrower relating to the Borrower’s securities, combinations, recapitalization,
reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65%
multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the
lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day period ending on the latest complete
Trading Day prior to the Conversion Date. “Trading Price” means, for any security as of any date, the closing bid price
on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a
reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the
principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading
market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing
manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink
sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading
Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes
being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes.
“Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal
securities exchange or other securities market on which the Common Stock is then being traded.
3.3 Notice
and Conversion Procedures. After receipt of demand for repayment, the Company agrees to give the Holder notice at least five (5)
business days prior to the time that the Company repays this Note. If the Holder elects to convert this Note, the Holder shall
provide the Company with a written notice of conversion setting forth the amount to be converted. The notice must be delivered to
the Company together with this Note. Within ten (10) business days of receipt of such notice, the Company shall deliver to the
Holder certificate(s) or evidence of electronic book recording for the Common Stock issuable upon such conversion and, if the entire
principal amount was not so converted, a new note representing such balance.
3.4 Other Conversion Provisions.
(a) Adjustment
of Note Conversion Price. If the Company at any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) its outstanding shares into a greater number of shares, the Conversion Price in effect immediately prior to such
subdivision will be proportionately reduced, and if the Company at any time combines (by reverse stock split, recapitalization or
otherwise) its outstanding shares into a smaller number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased.
(b) Common
Stock Defined. Whenever reference is made in this Note to the shares of Common Stock, the term “Common Stock” shall
mean the Common Stock of the Company authorized as of the date hereof, and any other class of stock ranking on a parity with such
Common Stock. Shares issuable upon conversion hereof shall include only shares of Common Stock of the Company.
3.5 No
Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of this Note. In lieu of the Company
issuing any fractional shares to the Holder upon the conversion of this Note, the Company shall pay to the Holder the amount of
outstanding principal hereunder that is not so converted.
3.6 Prepayment. At
any time prior to the date that an Event of Defaults occurs under this note, the Company shall have the right, exercisable on four
(4) Trading days prior written notice to the Holder of the note, to prepay the outstanding Principal Amount and interest then due
under this note in accordance with this section 3.6. Any notice of prepayment hereunder (an “Optional Prepayment
Notice”) shall be delivered to the holder of the Note at its registered addresses or by email and shall state: (1) that the
Company is exercising its right to prepay the Note, and (2) the date of prepayment which shall be four (4) Trading days from the
date of the Optional Prepayment Notice (the “Optional Prepayment Date”). Within two (2) Trading Day after the
Holder’s receipt of the Optional Prepayment Notice, Holder shall specify in writing payment instructions to the Company. On
the Optional Prepayment Date, the Company shall make payment of the amounts designated below to or upon the order of the Holder as
specified by the Holder in writing to the Company. If the Company exercises its right to prepay the Note in accordance with this
section, the Company shall make payment to the Holder of an amount in cash equal to the sum of : (w) 110% multiplied by the
Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment date.
4. Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants with the Holder as follows:
(a) Authorization;
Enforceability. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the
authorization, execution and delivery of this Note and the performance of all obligations of the Company hereunder has been taken,
and this Note constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies.
(b) Governmental
Consents. No consent, approval, qualification, order or authorization of, or filing with, any local, state or federal
governmental authority is required on the part of the Company in connection with the Company’s valid execution, delivery or
performance of this Note except any notices required to be filed with the Securities and Exchange Commission under Regulation D of
the Securities Act of 1933, as amended (the “1933 Act”), or such filings as may be required under applicable state
securities laws, which, if applicable, will be timely filed within the applicable periods therefor.
(c) No
Violation. The execution, delivery and performance by the Company of this Note and the consummation of the transactions
contemplated hereby will not result in a violation of its Certificate of Incorporation or Bylaws, in any material respect of any
provision of any mortgage, agreement, instrument or contract to which it is a party or by which it is bound or, to the best of its
knowledge, of any federal or state judgment, order, writ, decree, statute, rule or regulation applicable to the Company or be in
material conflict with or constitute, with or without the passage of time or giving of notice, either a material default under any
such provision or an event that results in the creation of any material lien, charge or encumbrance upon any assets of the Company
or the suspension, revocation, impairment, forfeiture or nonrenewal of any material permit, license, authorization or approval
applicable to the Company, its business or operations, or any of its assets or properties.
5. Representations
and Covenants of the Holder. The Company has entered into this Note in reliance upon the following representations and covenants
of the Holder:
(a) Investment
Purpose. This Note and the Common Stock issuable upon conversion of the Note are acquired for investment and not with a view to
the sale or distribution of any part thereof, and the Holder has no present intention of selling or engaging in any public
distribution of the same except pursuant to a registration or exemption.
(b) Private
Issue. The Holder understands (i) that this Note and the Common Stock issuable upon conversion of this Note are not registered
under the 1933 Act or qualified under applicable state securities laws, and (ii) that the Company is relying on an exemption from
registration predicated on the representations set forth in this Section 8.
(c) Financial
Risk. The Holder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of its investment and has the ability to bear the economic risks of its investment.
6. Assignment.
Subject to the restrictions on transfer described in Section 8 below, the rights and obligations of the Company and the Holder shall
be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
7. Waiver
and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the
Holder.
8. Transfer
of This Note or Securities Issuable on Conversion Hereof. With respect to any offer, sale or other disposition of this Note or
securities into which this Note may be converted, the Holder will give written notice to the Company prior thereto, describing
briefly the manner thereof. Unless the Company reasonably determines that such transfer would violate applicable securities laws, or
that such transfer would adversely affect the Company’s ability to account for future transactions to which it is a party as a
pooling of interests and notifies the Holder thereof within five (5) business days after receiving notice of the transfer, the
Holder may effect such transfer. The Note thus transferred and each certificate representing the securities thus transferred shall
bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the 1933 Act, unless in the
opinion of counsel for the Company such legend is not required in order to ensure compliance with the 1933 Act. The Company may
issue stop transfer instructions to its transfer agent in connection with such restrictions.
9. Notices.
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been
given upon delivery if personally delivered or fourteen (14) business days after deposit if deposited in the United States mail for
mailing by certified mail, postage prepaid. Each of the above addressees may change its address for purposes of this Section by
giving to the other addressee notice of such new address in conformance with this Section. Notices are also accepted by email and
considered notified within 24 hours of read receipt.
10. Governing
Law. This Note is being delivered in and shall be construed in accordance with the laws of the State of Florida, without regard
to the conflicts of law provisions thereof.
11. Heading;
References. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note.
Except as otherwise indicated, all references herein to Sections refer to Sections hereof.
12. Waiver
by the Company. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.
13. Delays.
No delay by the Holder in exercising any power or right hereunder shall operate as a waiver of any power or right.
14. Severability.
If one or more provisions of this Note are held to be unenforceable under applicable law, such provision shall be excluded from this
Note and the balance of the Note shall be interpreted as if such provision was so excluded and shall be enforceable in accordance
with its terms.
15. No
Impairment. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the
terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all
the provisions of this Note and in the taking of all such action as may be necessary or appropriate in order to protect the rights
of the Holder of this Note against impairment.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, Ilustrato Pictures International Inc. has
caused this Note to be executed in its corporate name and this Note to be dated, issued and delivered, all on the date first above written.
|
ILUSTRATO PICTURES INTERNATIONAL INC. |
|
|
Date: November 21, 2023 |
By: |
Nicolas Link |
|
Its: |
CEO |
|
|
|
Carizzo LLC |
|
|
Date: November 21, 2023 |
|
|
|
|
By: |
/s/ Pamela G. Astrom |
6
Exhibit 31.1
CERTIFICATIONS
I, Nicolas Link, certify that:
1. |
I have reviewed this amended Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, of Ilustrato Pictures International Inc.; |
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
|
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: |
|
a. |
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
|
|
|
b. |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
|
|
|
c. |
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
|
|
|
d. |
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and; |
| 5. | The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); |
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
|
b. |
Any fraud, whether or not material,
that involves management or other employees who have a significant role in the registrant’s internal controls. |
|
Ilustrato Pictures International Inc. |
|
|
Dated: November 24, 2023 |
By: |
/s/ Nicolas Link |
|
|
Nicolas Link |
|
|
Chief Executive Officer (principal executive) |
Exhibit 31.2
CERTIFICATIONS
I, Krishnan Krishnamoorthy, certify that:
| 1. | I have reviewed this amended Quarterly
Report on Form 10-Q for the quarter ended September 30, 2023, of Ilustrato Pictures International Inc.; |
| 2. | Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying
officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for
the registrant and have: |
| a. | designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| b. | designed such internal control
over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles; |
| c. | evaluated the effectiveness
of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any
change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal
quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over financial reporting; and; |
| 5. | The registrant’s other certifying
officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s
auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions); |
| a. | All significant deficiencies
and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant’s internal controls. |
|
Ilustrato Pictures International Inc. |
|
|
|
Dated: November 24, 2023 |
By: |
/s/ Krishnan Krishnamoorthy |
|
|
Krishnan Krishnamoorthy |
|
|
Chief Financial Officer (principal accounting, and financial officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002
In connection with the amended Quarterly Report
on Form 10-Q of Ilustrato Pictures International Inc. (the “Company”) for the quarter ended September 30, 2023, as
filed with the Securities and Exchange Commission (the “Report”), I, Nicolas Link, and I Krishnan Krishnamoorthy certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
2. |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
|
Ilustrato Pictures International Inc. |
|
|
|
Dated: November 24, 2023 |
By: |
/s/ Nicolas Link |
|
|
Nicolas Link |
|
|
Chief Executive Officer (principal executive) |
|
Ilustrato Pictures International Inc. |
|
|
|
|
By: |
/s/ Krishnan Krishnamoorthy |
|
|
Krishnan Krishnamoorthy |
|
|
Chief Financial Officer (principal accounting,
and financial officer) |
This certification accompanies this
amended Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required
by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.
v3.23.3
Document And Entity Information - shares
|
9 Months Ended |
|
Sep. 30, 2023 |
Nov. 24, 2023 |
Document Information Line Items |
|
|
Entity Registrant Name |
Ilustrato Pictures International, Inc.
|
|
Document Type |
10-Q
|
|
Current Fiscal Year End Date |
--12-31
|
|
Entity Common Stock, Shares Outstanding |
|
1,629,315,728
|
Amendment Flag |
false
|
|
Entity Central Index Key |
0001496383
|
|
Entity Current Reporting Status |
Yes
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
Document Period End Date |
Sep. 30, 2023
|
|
Document Fiscal Year Focus |
2023
|
|
Document Fiscal Period Focus |
Q3
|
|
Entity Small Business |
true
|
|
Entity Emerging Growth Company |
false
|
|
Entity Shell Company |
false
|
|
Document Quarterly Report |
true
|
|
Document Transition Report |
false
|
|
Entity File Number |
000-56239
|
|
Entity Incorporation, State or Country Code |
NV
|
|
Entity Tax Identification Number |
27-2450645
|
|
Entity Address, Address Line One |
26 Broadway
|
|
Entity Address, Address Line Two |
Suite 934
|
|
Entity Address, City or Town |
New York
|
|
Entity Address, State or Province |
NY
|
|
Entity Address, Postal Zip Code |
10004
|
|
City Area Code |
917
|
|
Local Phone Number |
522-3202
|
|
Entity Interactive Data Current |
Yes
|
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as an quarterly report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-Q -Number 240 -Section 308 -Subsection a
+ Details
Name: |
dei_DocumentQuarterlyReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as a transition report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1
+ Details
Name: |
dei_DocumentTransitionReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405
+ Details
Name: |
dei_EntityInteractiveDataCurrent |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityShellCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Consolidated Balance Sheets (Unaudited) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Current Assets |
|
|
Cash and Cash Equivalents |
$ 1,587,275
|
$ 1,478,702
|
Accounts Receivables |
95,815,503
|
60,690,812
|
Inventory |
2,274,355
|
1,877,905
|
Inventory (work-in-progress) |
36,848,297
|
58,081,202
|
Other Current Assets |
18,939,563
|
17,062,388
|
Total Current Assets |
155,464,993
|
139,191,009
|
Long term Investments |
18,495,263
|
18,368,326
|
Right of use of asset |
11,906,654
|
11,906,654
|
Goodwill |
60,944,584
|
60,310,468
|
Tangible Assets |
20,474,209
|
21,017,415
|
Intangible Assets |
6,352
|
623,591
|
Total Non-Current Assets |
111,829,062
|
112,226,454
|
Total Assets |
267,294,055
|
251,417,463
|
Current Liabilities |
|
|
Account Payable |
60,013,057
|
52,141,842
|
Current lease liability |
333,515
|
836,382
|
Other Current liabilities |
102,559,457
|
102,059,819
|
Total Current Liabilities |
162,906,029
|
155,038,043
|
Non-current liabilities |
|
|
Notes Payable |
11,855,013
|
10,550,000
|
Non-current lease liability |
12,192,300
|
13,696,729
|
Other non-current liabilities |
15,013,029
|
16,015,558
|
Total Non-Current Liabilities |
39,060,342
|
40,262,287
|
Total Liabilities |
201,966,371
|
195,300,330
|
Stockholders’ Equity |
|
|
Common Stock: 2,000,000,000 shares authorized, $0.001 par value, 1,556,878,281and 1,355,230,699 issued and outstanding |
1,556,878
|
1,355,230
|
Preferred stock value |
|
|
Additional Paid-in-capital |
22,949,605
|
21,474,067
|
Other Comprehensive Income |
27,253
|
(20,666)
|
Non-Controlling Interest |
33,228,672
|
24,386,712
|
Retained Earnings |
7,014,150
|
5,126,274
|
Net Income |
472,145
|
4,559,375
|
Total Stockholders’ Equity |
65,327,684
|
56,117,132
|
Total Liabilities and Stockholders’ Equity |
267,294,055
|
251,417,463
|
Class A Preferred Stock |
|
|
Stockholders’ Equity |
|
|
Preferred stock value |
10,000
|
10,000
|
Class B Preferred Stock |
|
|
Stockholders’ Equity |
|
|
Preferred stock value |
3,400
|
3,400
|
Class C Preferred Stock |
|
|
Stockholders’ Equity |
|
|
Preferred stock value |
|
|
Class D Preferred Stock |
|
|
Stockholders’ Equity |
|
|
Preferred stock value |
60,741
|
60,741
|
Class E Preferred Stock |
|
|
Stockholders’ Equity |
|
|
Preferred stock value |
3,172
|
3,172
|
Class F Preferred Stock |
|
|
Stockholders’ Equity |
|
|
Preferred stock value |
$ 1,668
|
$ 1,633
|
X |
- DefinitionAmount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.
+ References
+ Details
Name: |
ilus_AccumulatedOthersComprehensiveIncomeLossNetOfTax |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
ilus_NonCurrentLiabilitiesAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481990/310-10-45-9
+ Details
Name: |
us-gaap_AccountsReceivableNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 14A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-14A
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-14
+ Details
Name: |
us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of long-term debt (with maturities initially due after one year or beyond the operating cycle if longer) identified as Convertible Notes Payable, excluding current portion. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ConvertibleLongTermNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after accumulated amortization, of right-of-use asset from finance lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_FinanceLeaseRightOfUseAsset |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482598/350-20-45-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Goodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before accumulated amortization of intangible assets, excluding goodwill.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_IntangibleAssetsGrossExcludingGoodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount after valuation and LIFO reserves of inventory expected to be sold, or consumed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InventoryNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before valuation and LIFO reserves of merchandise or goods in the production process expected to be completed within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(6)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InventoryWorkInProcess |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTotal obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-5
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.21) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of obligation due after one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 21: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 201.5-02(24)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 201.5-02(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 23: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 201.5-02(26)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LongTermInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to noncontrolling interest. Excludes temporary equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(24)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_MinorityInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as current.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPresent value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-1
+ Details
Name: |
us-gaap_OperatingLeaseLiabilityNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities classified as other, due after one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.24) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 360 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480842/942-360-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-24
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 23 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-23
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 5 -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-5
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (i)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 848 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (a)(3)(iii)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483550/848-10-65-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 4 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-4
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-5
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-1
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-17
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-3
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 34: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 38: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 40: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 41: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-15
Reference 42: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-16
Reference 43: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4I -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4I
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesEPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesFPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Common Stock, Shares Authorized |
2,000,000,000
|
2,000,000,000
|
Common Stock, Par or Stated Value Per Share (in Dollars per share) |
$ 0.001
|
$ 0.001
|
Common Stock, Shares issued |
1,556,878,281
|
1,355,230,699
|
Common Stock, Shares, Outstanding |
1,556,878,281
|
1,355,230,699
|
Preferred Stock, Shares Authorized |
235,741,000
|
235,741,000
|
Preferred Stock, Par value (in Dollars per share) |
$ 0.001
|
$ 0.001
|
Class A Preferred Stock |
|
|
Common Stock, Shares Authorized |
10,000,000
|
|
Preferred Stock, Shares Authorized |
10,000,000
|
10,000,000
|
Preferred Stock, Shares Issued |
10,000,000
|
10,000,000
|
Preferred Stock, Shares Outstanding |
10,000,000
|
10,000,000
|
Class B Preferred Stock |
|
|
Common Stock, Shares Authorized |
10,000,000
|
|
Preferred Stock, Shares Authorized |
100,000,000
|
100,000,000
|
Preferred Stock, Shares Issued |
3,400,000
|
3,400,000
|
Preferred Stock, Shares Outstanding |
3,400,000
|
3,400,000
|
Class C Preferred Stock |
|
|
Common Stock, Shares Authorized |
10,000,000
|
|
Preferred Stock, Shares Authorized |
10,000,000
|
10,000,000
|
Preferred Stock, Shares Issued |
0
|
0
|
Preferred Stock, Shares Outstanding |
0
|
0
|
Class D Preferred Stock |
|
|
Preferred Stock, Shares Authorized |
60,741,000
|
60,741,000
|
Preferred Stock, Shares Issued |
60,741,000
|
60,741,000
|
Preferred Stock, Shares Outstanding |
60,741,000
|
60,741,000
|
Class E Preferred Stock |
|
|
Preferred Stock, Shares Authorized |
5,000,000
|
5,000,000
|
Preferred Stock, Shares Issued |
3,172,175
|
3,172,175
|
Preferred Stock, Shares Outstanding |
3,172,175
|
3,172,175
|
Class F Preferred Stock |
|
|
Preferred Stock, Shares Authorized |
50,000,000
|
50,000,000
|
Preferred Stock, Shares Issued |
1,668,250
|
1,668,250
|
Preferred Stock, Shares Outstanding |
1,668,250
|
1,668,250
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesEPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesFPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Consolidated Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Income Statement [Abstract] |
|
|
|
|
NET REVENUE |
$ 24,120,561
|
$ 20,419,421
|
$ 67,476,168
|
$ 43,110,166
|
COST OF REVENUE |
15,469,041
|
13,608,451
|
44,389,499
|
28,580,965
|
GROSS PROFIT |
8,651,520
|
6,810,970
|
23,086,669
|
14,529,201
|
Operating Expenses: |
|
|
|
|
Selling and Distribution Expense |
19,250
|
25,450
|
66,989
|
25,450
|
General, Selling & Administrative Expenses |
5,445,612
|
4,119,346
|
11,587,107
|
8,141,266
|
Other Operating Expenses |
160,788
|
169,792
|
1,148,210
|
440,703
|
Depreciation |
722,157
|
587,813
|
2,047,168
|
1,739,310
|
Total Operating Expense |
6,347,807
|
4,902,401
|
14,849,474
|
10,346,729
|
PROFIT/ LOSS FROM OPERATIONS |
2,303,713
|
1,908,569
|
8,237,195
|
4,182,472
|
Non-Operating Expenses |
2,054,165
|
721,075
|
6,097,465
|
1,226,020
|
Non-Operating Income |
222,597
|
|
227,301
|
|
NET PROFIT/ LOSS |
$ 472,145
|
$ 1,187,494
|
$ 2,367,031
|
$ 2,956,452
|
BASIC EARNING PER SHARE (in Dollars per share) |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
WEIGHTED AVERAGE SHARES OUTSTANDING (in Shares) |
1,556,878,281
|
1,271,530,699
|
1,556,878,281
|
1,271,530,699
|
X |
- DefinitionThe aggregate cost of goods produced and sold and services rendered during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_CostOfRevenue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_Depreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 17: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1,2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GrossProfit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) from continuing operations per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_IncomeLossFromContinuingOperationsPerBasicShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncomeStatementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe net result for the period of deducting operating expenses from operating revenues.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
+ Details
Name: |
us-gaap_OperatingIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense related to nonoperating activities, classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.9) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_OtherNonoperatingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of income related to nonoperating activities, classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(7)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_OtherNonoperatingIncome |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe net amount of other operating income and expenses, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operations.
+ References
+ Details
Name: |
us-gaap_OtherOperatingIncomeExpenseNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 42 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-42
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 40 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-40
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 41 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-41
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 235 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-05(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1
+ Details
Name: |
us-gaap_Revenues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total amount of expenses directly related to the marketing or selling of products or services.
+ References
+ Details
Name: |
us-gaap_SellingAndMarketingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total costs related to selling a firm's product and services, as well as all other general and administrative expenses. Direct selling expenses (for example, credit, warranty, and advertising) are expenses that can be directly linked to the sale of specific products. Indirect selling expenses are expenses that cannot be directly linked to the sale of specific products, for example telephone expenses, Internet, and postal charges. General and administrative expenses include salaries of non-sales personnel, rent, utilities, communication, etc.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_SellingGeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)
|
Class A
Preferred Stock
|
Class B
Preferred Stock
|
Class D
Preferred Stock
|
Class E
Preferred Stock
|
Class F
Preferred Stock
|
Common Stock |
Additional Paid in Capital |
Minority Interest |
Retained Earnings |
Total |
Balance at Dec. 31, 2021 |
$ 10,000
|
$ 2,200
|
$ 60,741
|
$ 3,172
|
$ 5,800
|
$ 1,243,531
|
$ 3,664,118
|
|
$ 13,081,367
|
$ 18,070,929
|
Balance (in Shares) at Dec. 31, 2021 |
10,000,000
|
2,200,000
|
60,741,000
|
3,172,175
|
5,800,000
|
1,243,530,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Common stock issued |
|
|
|
|
|
$ 70,000
|
124,746
|
|
636,636
|
831,382
|
Common stock issued (in Shares) |
|
|
|
|
|
70,000,000
|
|
|
|
|
Balance at Mar. 31, 2022 |
$ 10,000
|
$ 2,200
|
$ 60,741
|
$ 3,172
|
$ 5,800
|
$ 1,313,531
|
3,788,864
|
|
13,718,003
|
18,902,311
|
Balance (in Shares) at Mar. 31, 2022 |
10,000,000
|
2,200,000
|
60,741,000
|
3,172,175
|
5,800,000
|
1,313,530,699
|
|
|
|
|
Balance at Dec. 31, 2021 |
$ 10,000
|
$ 2,200
|
$ 60,741
|
$ 3,172
|
$ 5,800
|
$ 1,243,531
|
3,664,118
|
|
13,081,367
|
18,070,929
|
Balance (in Shares) at Dec. 31, 2021 |
10,000,000
|
2,200,000
|
60,741,000
|
3,172,175
|
5,800,000
|
1,243,530,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Changes in Add Capital |
|
|
|
|
|
|
|
|
|
|
Foreign exchange adjustment |
|
|
|
|
|
|
|
|
|
|
Current Quarter Income |
|
|
|
|
|
|
|
|
|
2,956,452
|
Balance at Sep. 30, 2022 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 5,559
|
$ 1,325,231
|
16,986,041
|
$ 563,393
|
4,465,842
|
23,423,378
|
Balance (in Shares) at Sep. 30, 2022 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
5,558,250
|
1,325,230,699
|
|
|
|
|
Balance at Mar. 31, 2022 |
$ 10,000
|
$ 2,200
|
$ 60,741
|
$ 3,172
|
$ 5,800
|
$ 1,313,531
|
3,788,864
|
|
13,718,003
|
18,902,311
|
Balance (in Shares) at Mar. 31, 2022 |
10,000,000
|
2,200,000
|
60,741,000
|
3,172,175
|
5,800,000
|
1,313,530,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Common stock converted into Preferred B |
|
|
|
|
|
$ (120,000)
|
|
|
|
(120,000)
|
Common stock converted into Preferred B (in Shares) |
|
|
|
|
|
(120,000,000)
|
|
|
|
|
Convertible notes converted to common stock |
|
|
|
|
|
$ 53,000
|
|
|
|
53,000
|
Convertible notes converted to common stock (in Shares) |
|
|
|
|
|
53,000,000
|
|
|
|
|
Common stock converted into Preferred |
|
$ 1,200
|
|
|
|
|
|
|
|
1,200
|
Common stock converted into Preferred (in Shares) |
|
1,200,000
|
|
|
|
|
|
|
|
|
Preferred Stock Converted to Common Stock |
|
|
|
|
$ (243)
|
|
|
|
|
(243)
|
Preferred Stock Converted to Common Stock (in Shares) |
|
|
|
|
(243,250)
|
|
|
|
|
|
Changes in Add Capital |
|
|
|
|
|
|
12,633,277
|
|
|
12,633,277
|
Preferred stock converted in common |
|
|
|
|
|
$ 25,000
|
|
|
|
25,000
|
Preferred stock converted in common (in Shares) |
|
|
|
|
|
25,000,000
|
|
|
|
|
Changes in Retained earnings |
|
|
|
|
|
|
|
|
(11,589,135)
|
(11,589,135)
|
Current Quarter Income |
|
|
|
|
|
|
|
|
1,132,322
|
1,132,322
|
Balance at Jun. 30, 2022 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 5,557
|
$ 1,271,531
|
16,422,141
|
|
3,261,190
|
21,037,732
|
Balance (in Shares) at Jun. 30, 2022 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
5,556,750
|
1,271,530,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Changes in Add Capital |
|
|
|
|
|
|
563,900
|
|
|
563,900
|
Common stock issued |
|
|
|
|
$ 0
|
$ 53,700
|
|
|
|
53,700
|
Common stock issued (in Shares) |
|
|
|
|
0
|
53,700,000
|
|
|
|
|
Foreign exchange adjustment |
|
|
|
|
|
|
|
|
17,158
|
17,158
|
Share Capital of subsidiaries |
|
|
|
|
|
|
|
563,393
|
|
563,393
|
Preferred stock issued |
|
|
|
|
$ 1.5
|
|
|
|
|
2
|
Preferred stock issued (in Shares) |
|
|
|
|
1,500
|
|
|
|
|
|
Current Quarter Income |
|
|
|
|
|
|
|
|
1,187,494
|
1,187,494
|
Balance at Sep. 30, 2022 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 5,559
|
$ 1,325,231
|
16,986,041
|
563,393
|
4,465,842
|
23,423,378
|
Balance (in Shares) at Sep. 30, 2022 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
5,558,250
|
1,325,230,699
|
|
|
|
|
Balance at Dec. 31, 2022 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 1,634
|
$ 1,355,230
|
20,631,261
|
24,386,712
|
9,664,983
|
56,117,132
|
Balance (in Shares) at Dec. 31, 2022 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
1,633,250
|
1,355,230,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Common stock issued |
|
|
|
|
|
$ 63,850
|
484,650
|
|
|
548,500
|
Common stock issued (in Shares) |
|
|
|
|
|
63,850,000
|
|
|
|
|
Common stock cancelled |
|
|
|
|
|
$ (40,000)
|
|
|
40,000
|
|
Common stock cancelled (in Shares) |
|
|
|
|
|
(40,000,000)
|
|
|
|
|
Preferred stock issued |
|
|
|
|
$ 35
|
|
2,205
|
|
|
2,240
|
Preferred stock issued (in Shares) |
|
|
|
|
35,000
|
|
|
|
|
|
Preferred stock cancelled |
|
|
|
|
|
|
|
|
|
|
Changes in Retained earnings |
|
|
|
|
|
|
|
|
(333,635)
|
(333,635)
|
Current Quarter Income |
|
|
|
|
|
|
|
|
914,662
|
914,662
|
Income transferred to Minority Interest |
|
|
|
|
|
|
|
1,306,458
|
(1,306,458)
|
|
Balance at Mar. 31, 2023 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 1,668
|
$ 1,379,081
|
21,118,116
|
25,693,170
|
8,979,553
|
57,248,900
|
Balance (in Shares) at Mar. 31, 2023 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
1,668,250
|
1,379,080,699
|
|
|
|
|
Balance at Dec. 31, 2022 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 1,634
|
$ 1,355,230
|
20,631,261
|
24,386,712
|
9,664,983
|
56,117,132
|
Balance (in Shares) at Dec. 31, 2022 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
1,633,250
|
1,355,230,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Changes in Add Capital |
|
|
|
|
|
|
|
|
|
27,253
|
Foreign exchange adjustment |
|
|
|
|
|
|
|
|
|
|
Current Quarter Income |
|
|
|
|
|
|
|
|
|
2,367,031
|
Balance at Sep. 30, 2023 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 1,668
|
$ 1,556,878
|
23,949,605
|
33,228,672
|
7,513,548
|
65,327,684
|
Balance (in Shares) at Sep. 30, 2023 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
1,668,250
|
1,556,878,281
|
|
|
|
|
Balance at Mar. 31, 2023 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 1,668
|
$ 1,379,081
|
21,118,116
|
25,693,170
|
8,979,553
|
57,248,900
|
Balance (in Shares) at Mar. 31, 2023 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
1,668,250
|
1,379,080,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Common stock issued |
|
|
|
|
|
$ 55,300
|
547,800
|
|
|
603,100
|
Common stock issued (in Shares) |
|
|
|
|
|
55,300,000
|
|
|
|
|
Preferred stock converted in common |
|
|
|
|
$ (100)
|
$ 10,000
|
|
|
|
9,900
|
Preferred stock converted in common (in Shares) |
|
|
|
|
(100,000)
|
10,000,000
|
|
|
|
|
Income transferred to Minority Interest |
|
|
|
|
|
|
|
257,759
|
(2,386,489)
|
(2,128,730)
|
QIND Income transferred to Minority Interest |
|
|
|
|
|
|
|
3,723,114
|
|
3,723,114
|
Preferred stock issued |
|
|
|
|
$ 100
|
|
|
|
|
100
|
Preferred stock issued (in Shares) |
|
|
|
|
100,000
|
|
|
|
|
|
Preferred stock cancelled |
|
|
|
|
|
|
|
|
|
|
Changes in Retained earnings |
|
|
|
|
|
|
|
|
(216,412)
|
(216,412)
|
Current Quarter Income |
|
|
|
|
|
|
|
|
980,224
|
980,224
|
Balance at Jun. 30, 2023 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 1,668
|
$ 1,444,381
|
21,665,916
|
29,674,043
|
7,356,876
|
60,220,196
|
Balance (in Shares) at Jun. 30, 2023 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
1,668,250
|
1,444,380,699
|
|
|
|
|
Share Capital of Subsidiary |
|
|
|
|
|
|
|
|
|
|
Common stock issued against Services |
|
|
|
|
|
$ 21,666
|
470,146
|
|
|
491,812
|
Common stock issued against Services (in Shares) |
|
|
|
|
|
21,665,710
|
|
|
|
|
Common stock issued against Note conversion |
|
|
|
|
|
$ 53,125
|
478,125
|
|
|
531,250
|
Common stock issued against Note conversion (in Shares) |
|
|
|
|
|
53,125,000
|
|
|
|
|
Common stock issued for Cash |
|
|
|
|
|
$ 37,082
|
322,918
|
|
|
360,000
|
Common stock issued for Cash (in Shares) |
|
|
|
|
|
37,081,872
|
|
|
|
|
Common stock issued as commitment shares |
|
|
|
|
|
$ 625
|
12,500
|
|
|
13,125
|
Common stock issued as commitment shares (in Shares) |
|
|
|
|
|
625,000
|
|
|
|
|
Income transferred to Minority Interest |
|
|
|
|
|
|
|
3,554,629
|
|
3,554,629
|
Changes in Retained earnings |
|
|
|
|
|
|
|
|
(315,472)
|
(315,472)
|
Current Quarter Income |
|
|
|
|
|
|
|
|
472,145
|
472,145
|
Balance at Sep. 30, 2023 |
$ 10,000
|
$ 3,400
|
$ 60,741
|
$ 3,172
|
$ 1,668
|
$ 1,556,878
|
$ 23,949,605
|
$ 33,228,672
|
$ 7,513,548
|
$ 65,327,684
|
Balance (in Shares) at Sep. 30, 2023 |
10,000,000
|
3,400,000
|
60,741,000
|
3,172,175
|
1,668,250
|
1,556,878,281
|
|
|
|
|
X |
- DefinitionCommon stock issued against Note conversion.
+ References
+ Details
Name: |
ilus_CommonStockIssuedAgainstNoteConversion |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCommon stock issued against Note conversion.
+ References
+ Details
Name: |
ilus_CommonStockIssuedAgainstNoteConversioninShares |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommon stock issued as commitment shares.
+ References
+ Details
Name: |
ilus_CommonStockIssuedAsCommitmentShares |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCommon stock issued for Cash.
+ References
+ Details
Name: |
ilus_CommonStockIssuedForCash |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionCommon stock issued for Cash.
+ References
+ Details
Name: |
ilus_CommonStockIssuedForCashinShares |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of income transferred to minority interest.
+ References
+ Details
Name: |
ilus_IncomeTransferredToMinorityInterest |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of income transferred to minority interest.
+ References
+ Details
Name: |
ilus_IncomeTransferredToMinorityInterestOne |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_PreferredStockCancelledDuringPeriod |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of preferred stock converted to common stock.
+ References
+ Details
Name: |
ilus_PreferredStockConvertedToCommonStock |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe shares of preferred stock issued.
+ References
+ Details
Name: |
ilus_PreferredStockIssueds |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of QIND income transferred to minority interest.
+ References
+ Details
Name: |
ilus_QINDIncomeTransferredToMinorityInterest |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_ShareCapitalOfSubsidiaryAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of stockI ssued for common stock converted to preferred value.
+ References
+ Details
Name: |
ilus_StockIssuedCommonStockConvertedToPreferredValue |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_StockIssuedDuringPeriodForCoonversionOfNotes |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_StockIssuedDuringPeriodForCoonversionOfNotesShares |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_StockIssuedForCommonStockConvertedToPreferredValue |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of decrease in additional paid in capital (APIC) resulting from dividends legally declared (or paid) in excess of retained earnings balance.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalDividendsInExcessOfRetainedEarnings |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares converted in a noncash (or part noncash) transaction. Noncash is defined as transactions during a period that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_ConversionOfStockSharesConverted1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10A -Subparagraph (a-c) -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-10A
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481839/830-10-45-9
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 35 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482014/830-20-35-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-12
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax and reclassification adjustments of other comprehensive income (loss).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-17
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-4
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-5
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 55 -Paragraph 15 -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482739/220-10-55-15
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-30) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares (or other type of equity) forfeited during the period.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesShareBasedCompensationForfeited |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfUnits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-4
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of forfeited shares issued under share-based payment arrangement. Excludes employee stock ownership plan (ESOP).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph c(1) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueShareBasedCompensationForfeited |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-24
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 23 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-23
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483421/250-10-45-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 5 -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-5
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (h)(1)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 20 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (i)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480528/815-20-65-6
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 848 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (a)(3)(iii)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483550/848-10-65-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 105 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 6 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479343/105-10-65-6
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 8 -Subparagraph (d)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482615/740-10-65-8
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 4 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479654/326-10-65-4
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 65 -Paragraph 15 -Subparagraph (f)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480336/718-10-65-15
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-5
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-1
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-17
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 29: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-3
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-3
Reference 32: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 34: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 35: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 38: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 40: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 41: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-15
Reference 42: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-16
Reference 43: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 55 -Paragraph 4I -Publisher FASB -URI https://asc.fasb.org//1943274/2147481175/810-10-55-4I
+ Details
Name: |
us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionValue of accretion of temporary equity to its redemption value during the period.
+ References
+ Details
Name: |
us-gaap_TemporaryEquityAccretionToRedemptionValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionIn cases when treasury stock is reissued at a price lower than the cost to repurchase, the excess difference between the selling price and cost to repurchase is charged against retained earnings (assuming that all APIC arising from treasury stock transactions has first been exhausted).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 30 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481108/505-30-30-10
+ Details
Name: |
us-gaap_TreasuryStockReissuedAtLowerThanRepurchasePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
|
9 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
Net Loss/ Profit |
$ 2,367,031
|
$ 2,956,452
|
Non- Cash non- operating Expenses |
3,517,233
|
|
Depreciation |
2,047,167
|
44,518
|
Finance cost |
3,889,223
|
340,217
|
Discount on convertible Notes |
|
|
Current Assets |
(16,165,412)
|
(41,532,128)
|
Other Current Liabilities |
7,992,208
|
28,071,183
|
Net cash (used in) provided by operating activities |
3,647,450
|
(10,119,758)
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
Addition/ Disposal of Fixed Assets |
(1,505,960)
|
1,450,143
|
Changes in Non-current assets |
(126,938)
|
1,389,004
|
Changes in Non- Current Liabilities |
(2,506,959)
|
1,484,805
|
Net cash (used in) provided by investing activities |
(4,139,857)
|
4,323,952
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
Funds raised through notes |
4,718,302
|
|
Finance cost |
(1,064,033)
|
5,925,000
|
Funds raised through issuance of Stock |
360,000
|
|
Note settled |
(3,413,289)
|
|
Net cash (used in) provided by financing activities |
600,980
|
5,925,000
|
Net change in cash, cash equivalents and restricted cash |
108,573
|
129,194
|
Cash, cash equivalents and restricted cash, beginning of the year |
1,478,702
|
176,688
|
Cash, cash equivalents and restricted cash, end of the year |
$ 1,587,275
|
$ 305,862
|
X |
- DefinitionChanges in non- current liabilities.
+ References
+ Details
Name: |
ilus_ChangesInNonCurrentLiabilities |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionChanges in Non-current assets.
+ References
+ Details
Name: |
ilus_ChangesInNoncurrentAssets |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_NoteConverted |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) for finance cost.
+ References
+ Details
Name: |
ilus_ProceedsFromRepaymentsOfFinanceCost |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of amortization expense attributable to debt issuance costs.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_AmortizationOfFinancingCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of addition (reduction) to the amount at which an asset could be incurred (settled) in a current transaction between willing parties.
+ References
+ Details
Name: |
us-gaap_AssetsFairValueAdjustment |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
+ Details
Name: |
us-gaap_DepreciationDepletionAndAmortization |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in accrued expenses, and obligations classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) in prepaid expenses, and assets classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidDeferredExpenseAndOtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNoncash charitable contributions made by the entity during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_NoncashContributionExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from a debt funding received on a regular basis with maturities ranging from 5-10 years.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfMediumTermNotes |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow from the issuance of equity classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromOtherEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.23.3
Organization, History and Nature of Business
|
9 Months Ended |
Sep. 30, 2023 |
Organization, History and Nature of Business [Abstract] |
|
ORGANIZATION, HISTORY AND NATURE OF BUSINESS |
NOTE
1. ORGANIZATION, HISTORY AND NATURE OF BUSINESS
| a) | We were incorporated as a Superior Venture Corp. on April 27, 2010, in the State of Nevada for the purpose of selling wine varietals. On November 9, 2012, we entered into an Exchange Agreement with the Ilustrato Pictures Ltd., a British Columbia corporation (Ilustrato BC”), whereby we acquired all the issued and outstanding common stock of Ilustrato BC. On November 30, 2012, Ilustrato BC transferred all of its assets and liabilities to Ilustrato Pictures Limited, our wholly owned subsidiary in Hong Kong (“Ilustrato HK”). On February 11, 2013, we changed the name to Ilustrato Pictures International, Inc. |
| b) | On April 1, 2016, Barton Hollow, together with the newly elected director of the issuer, caused the Issuer to enter into a letter of Intent to merger with Cache Cabinetry, LLC, and Arizona limited liability company. Pursuant to the Letter of Intent, the parties thereto would endeavor to arrive at, and enter into, a definitive merger agreement providing for the Merger. As an inducement to the members of Cache Cabinetry, LLC to enter into the Letter of Intent and thereafter transact, the Issuer caused to be issued to the members 360,000,000 shares of its common stock. |
|
c) |
Subsequently, on April
6, 2016, the Issuer and Cache Cabinetry, LLC entered into a definitive agreement and Plan of Merger (the “Merger Agreement”).
Concomitant therewith, the stockholders of the Issuer elected Derrick McWilliams, the President of Cache Cabinetry, LLC Chief Executive
Officer of the Issuer, who along with Barton Hollow, ratified and approved the Merger Agreement and Merger. |
|
d) |
The Merger closed on June
3, 2016. The merger is designed as a reverse subsidiary merger pursuant to Section 368(a)(2)(E) of the Internal Revenue Code. That
is, upon closing, Cache Cabinetry LLC will merger into a newly created subsidiary of the Issuer with the members of Cache Cabinetry,
LLC receiving shares of the common stock of the Issuer as consideration therefor. Upon closing of the Merger, Cache Cabinetry, LLC
will be the surviving corporation in its merger with the wholly owned subsidiary of the Issuer, therefore has become the wholly owned
operating subsidiary of the Issuer. |
|
e) |
On November 9th, 2018,
the Company entered into a Term Sheet for Plan of Merger and Control with Larson Elmore. |
|
f) |
As
a part of share purchase arrangement between Lee Larson Elmore and FB Technologies Global Inc., Nick Link, the owner of FB Technologies
Global Inc. replaced Lee Larson Elmore as CEO of Ilustrato Pictures International Inc. on January 14, 2021, and we eventually got
control over activities and books of accounts of Ilustrato Pictures International Inc. from the date January 14, 2021. So, we are
not aware about facts mentioned above vide note no. 1(A), 1(B), 1(C), 1(D), 1(E), 1(F) and 1(G) ‘organization, history, and business’
as they are related to prior to the date on which control over activities and books of accounts of Ilustrato Pictures International
Inc. were handed over to us. Thus, those events have been reiterated as disclosed in previous fillings made by the preceding management
of the company with SEC. |
| g) | On June 10, 2020, the Company entered into a definitive agreement with FB Fire Technologies Ltd. for the conversion of debt. The shareholders were issued 2,500,000 shares of Class E Preferred Stock and BrohF Holdings Ltd., a creditor of the company was issued 672,175 shares. A final tranche of shares for debt conversion will be issued to the shareholders following the audited financials for 2022. | | h) | Firebug Mechanical Equipment LLC (Firebug Group – U.A.E.) was incorporated on May 8, 2017. ILUS acquired 100% of this company on January 26, 2021, under a signed Share Purchase Agreement. This company is engaged in the business of research and development of firefighting technologies as well as the manufacturing firefighting equipment and firefighting vehicles for its customers in the Middle East, Asia, and Africa. |
| i) | Georgia Fire & Rescue Supply LLC (Georgia Fire) was incorporated on the January 21, 2003. ILUS acquired 100% of this company on March 31, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution and servicing/maintenance of Firefighting, Rescue and Emergency Medical Services equipment. |
| j) | Bright Concept Detection and Protection System LLC (BCD Fire) was incorporated on March 18, 2014. ILUS acquired 100% of this company on April 13, 2021, in connection a signed Share Purchase Agreement. This company is engaged in the business of sales, distribution, installation and maintenance of Fire Protection and Security systems. |
| k) | Bull Head Products Inc. was incorporated on June 8, 2007. ILUS acquired 100% of this company on January 1, 2022, under a signed Share Purchase Agreement. This company is engaged in the business of manufacturing of aluminum truck beds and brush truck skid units for firefighting purposes including wildland firefighting. |
|
l) |
Emergency Response Technologies,
Inc. This company was incorporated by ILUS on February 22, 2022, as the company’s Emergency Response Subsidiary. This company
is engaged in the business of public safety and emergency response focused mergers and acquisitions. |
|
m) |
E-Raptor. This company
was incorporated by ILUS as the company’s Commercial Electric Utility Vehicle manufacturer on February 22, 2022. This company
is engaged in the business of manufacturing electric utility vehicles for the emergency response, agricultural, industrial, hospitality
and transport sectors. |
|
n) |
Replay Solutions was incorporated
by ILUS on March 1, 2022. The company is engaged in the business of recovering precious metals from electronic waste, known as urban
mining. |
| o) | Quality Industrial Corp. was originally incorporated on May 4, 1998. ILUS acquired 77% of this company on May 28, 2022, under a signed Share Purchase Agreement. This company is engaged in the industrial, oil & gas, and manufacturing sectors. Quality Industrial Corp. is a public company which trades on the OTC Market under the ticker QIND and is designed as a Special Purpose Vehicle for our industrial and manufacturing division as well as for our operating company Quality International Co Ltd FCZ and other future acquisitions. |
| p) | AL Shola Al Modea Safety and Security LLC is a fire safety company registered in the United Arab Emirates. The company has signed a Share Purchase Agreement to acquire 51% control of AL Shola Al Modea Safety and Security LLC (ASSS) on December 13, 2022. |
| q) | Quality International Co Ltd FCZ is a United Arab Emirates registered process manufacturing and engineering company. It manufactures custom solutions for the oil and gas, power/energy, water, desalination, wastewater, offshore and public safety industries. Quality Industrial Corp. signed a binding letter of intent on June 28, 2022, and the definitive Share Purchase Agreement on January 18, 2023, to acquire a 52% interest in Quality International Co Ltd FCZ. |
|
s) |
Hyperion Defense Solutions
(Hyperion) was incorporated on February 13, 2023, and alongside two experienced and esteemed British military veterans, Chris Derbyshire,
and Tim Grey. Through their combined 34 years of military service and 22 years holding senior roles in the defense sector,
they have amassed a wealth of technical expertise and senior roles in the defense sector, senior
level contacts as well as an acute understanding of defense customer requirements and military procurement processes. |
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 275 -Publisher FASB -URI https://asc.fasb.org//275/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_NatureOfOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Summary of Significant Policies
|
9 Months Ended |
Sep. 30, 2023 |
Summary of Significant Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT POLICIES |
NOTE
2. SUMMARY OF SIGNIFICANT POLICIES
Basis
of Presentation and Principles of consolidation
The
accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of ILUS
and all of its majority - owned or controlled subsidiaries are prepared in conformity with generally accepted accounting principles in
the United States of America (U.S. GAAP). All significant inter-company accounts and transactions
have been eliminated. Further, while preparing consolidated financial statements, all the U.S. GAAP principles of consolidation
have been followed and non-controlling interest have been recorded separately in the Consolidated Balance sheets.
The
following companies are consolidated on the basis of Mergers & Acquisitions:
| 2. | Firebug
Mechanical Equipment LLC |
| 3. | Bull
Head products Inc. |
| 4. | Georgia
Fire & Rescue supply LLC |
| 5. | Bright
Concept and protection System LLC |
| 6. | Quality
Industrial Corp. |
| 7. | AL
Shola Al Modea Safety and Security LLC |
| 8. | Hyperion
Defense Solutions |
Use
of estimates
A
critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves
a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company’s
financial condition or results of operations.
The
Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make
estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its
estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information
and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form
the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources.
Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial
information that fairly depicts the results of operations for all periods presented. Significant
estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition
of Contract based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases
its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Fair
value of financial instruments
The
carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature
of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial
instruments.
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The
Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable.
| ● | Level
1. Quoted prices in active markets for identical assets or liabilities. These are typically
obtained from real-time quotes for transactions in active exchange markets involving identical
assets. |
| ● | Level
2. Quoted prices for similar assets and liabilities in active markets; quoted prices included
for identical or similar assets and liabilities that are not active; and model-derived valuations
in which all significant inputs and significant value drivers are observable in active markets.
These are typically obtained from readily available pricing sources for comparable instruments. |
| ● | Level
3. Unobservable inputs, where there is little or no market activity for the asset or liability.
These inputs reflect the reporting entity’s own beliefs about the assumptions that
market participants would use in pricing the asset or liability, based on the best information
available in the circumstances. |
Revenue
Recognition
The
Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers
(ASC 606).
The
principal activity of the Company is to engage in general trading, manufacturing and fabrication or steel and steel products and mainly
manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and piping. Revenue from contracts with customers
is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which
the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal
in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.
Construction
contracts
Construction
contract revenue and contract costs are recognized as revenue and expenses respectively by reference to the stage of completion of the
contract activity at the end of the reporting period when the outcome of a construction contract can be estimated reliably. The percentage
of completion method of accounting requires the reporting of revenues and expenses on a yearly basis, as determined by the percentage
of the contract that has been fulfilled. The stage of completion is measured by reference to the proportion of the costs incurred to
date. When
the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred
that are likely to be recoverable and contracts costs are recognized as expense in the period in which they are incurred. An expected
loss on the construction contract is recognized as an expense immediately when it is probable that total contract costs will exceed total
contract revenue.
The
Company principally operates fixed price contracts. If the outcome of such a contract can be reliably measured, revenue associated with
the construction contract is recognized by reference to the stage of completion of the contract activity at year end (the percentage
of completion method).
The
outcome of a construction contract can be estimated reliably when:
|
● |
the total contract revenue
can be measured reliably; |
|
● |
it is probable that the
economic benefits associated with the contract will flow to the entity; |
|
● |
the costs to complete the
contract and the stage of completion can be measured reliably; and |
|
● |
the contract costs attributable
to the contract can be clearly identified and measured reliably so that actual contract costs incurred can be compared with prior
estimates. When the outcome of a construction cannot be estimated reliably (principally during early stages of a contract), contract
revenue is recognized only to the extent of costs incurred that are expected to be recoverable. |
In
applying the percentage of completion method, revenue recognized corresponds to the total contract revenue (as defined below) multiplied
by the actual completion rate based on the proportion of total contract costs (as defined below) incurred to date over the total estimated
contract costs.
Contract
revenue corresponds to the initial amount of revenue agreed in the contract and any variations in contract work, claims and incentive
payments to the extent that it is probable that they will result in revenue, and they are capable of being reliably measured.
Contract
costs include costs that relate directly to the specific contract and costs that are attributable to contract activity in general and
can be allocated to the contract.
The
Company’s contracts are typically negotiated for the construction of a single asset or a group of assets which are closely interrelated
or interdependent in terms of their design, technology, and function. In certain circumstances, the percentage of completion method is
applied to the separately identifiable components of a single contract or to a group of contracts together in order to reflect the substance
of a contract or a group of contracts.
Accounts
Receivable
Accounts
receivables are recorded at face value less an allowance for credit losses. The allowance is an estimate based on historical collection
experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable.
Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking
information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before
recording the appropriate provision.
Allowance
for Doubtful Accounts
An
allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible
accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance
based on historical write off percentages and information collected from individual customers. Accounts receivables are charged off against
the allowances when collectability is determined to be permanently impaired.
Stock
Based Compensation
When
applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation”
(“ASC 718”). Stock-based payments to employees include grants of stocks, grants of stock options and issuance of warrants
that are recognized in the consolidated statement of operations based on their fair values at the date of grant. In
accordance with ASC 718, the company will generally apply the same guidance to both employee and nonemployee share-based awards. However,
the company will also follow specific guidance for share-based awards to nonemployees related to the attribution of compensation cost
and the inputs to the option-pricing model for expected term. Nonemployee share-based payment equity awards are measured at the grant-date
fair value of the equity instruments, similar to employee share-based payment equity awards.
The
Company calculate the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based
compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC
718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees,
and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeiture”
is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered
stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expenses for the period.
In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns.
The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis
over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Earnings
(Loss) per Share
The
Company reports earnings (loss) per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic earnings (loss)
per share is computed by dividing income (loss) available to shareholders by the weighted average number of shares available. Diluted
earnings (loss) per shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except
the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had
been issued and if the additional shares were dilutive.
Organization
and Offering Cost
The
Company has a policy to expense organization and offering costs as incurred.
Cash
and Cash Equivalents
For
purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments
with maturities of three months or less.
Concentration
of Credit Risk
The
Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time
to time exceed the federally insured limit.
Business
segment
ASC
280, “Segment Reporting” requires use of the “management approach” model for segments reporting. The management
approach model is based on the way a company’s management organizes segments within the company for making operating decisions
and assessing performance. A Division overview presented in the Management Discussion and analysis filed with this form 10-Q.
Leases
The
Company accounts for leases with escalation clauses and rent holidays on a straight-line basis in accordance with Accounting Standards
Codification (ASC) 842, “Lease”. The deferred rent expenses liability associated with future lease commitments was reported
under the caption “Other long-term obligation” on our consolidated balance sheet. The Company has Lease arrangement for which
the liability has been recorded separately. Such Lease arrangements corresponds to the operating subsidiary QIND. Lease
liabilities
At
the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made
over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include, if any, the exercise price of a purchase option reasonably certain to be exercised by the Company and payments
of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate.
The
variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition
that triggers the payment occurs.
In
calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the
interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased
to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset.
The
Company’s subsidiary, Quality International, has entered into commercial leases of land for offices, manufacturing yards and storage
facilities. These leases generally have a lease term of 25 years. The Company’s obligations under its leases are secured by the
lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company
also has leases with terms of 12 months or less and leases with low value.
The
Company has a Lease arrangement for which the liability has been recorded separately. The Company determines whether an arrangement contains
a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based
on the present value of fixed and certain index-based lease payments at lease commencement.
The
Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions
placed upon the Company by entering into these leases. The Company determines if an arrangement is or contains a lease at contract inception
and recognizes a ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease
commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which
the payment is made.
The
Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot
determine the interest rate implicit in the lease because it does not have access to certain lessor specific information. Lease expense
is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected
not to separate payments for lease components from payments for non-lease components for all classes of leases. Additionally, the Company
has elected the short-term lease recognition exemption for all leases that qualify, which means ROU assets and lease liabilities will
not be recognized for leases with an initial term of twelve months or less.
When
accounting for finance leases in accordance with ASC 842, entity recognizes interest on the lease liability and amortization of the ROU
asset in the income statement and classify payments of the principal portion of the lease liability as financing activities and payments
of interest on the lease liability as operating activities.
Short-term
leases and leases of low-value assets
The
Company accounts for leases with escalation clauses in accordance with Accounting Standards Codification (ASC) 842, “Lease”.
The
Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12
months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to be low value. Low value asset consideration is those less than USD 5,000.
Lease payments on short-term leases and leases of low value assets are recognized as expense on a straight-line basis over the lease
term. Recent
Accounting Pronouncements
The
Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined
that a new accounting pronouncement affects the Company’s financial report, the Company undertakes a study to determine the consequences
of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials
properly reflect the change. The Company currently does not have any recent accounting pronouncement that they are studying, and feel
may be applicable.
Off-Balance
Sheet Arrangements
We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to stockholders.
Rounding
Off
Figures
are rounded off to the nearest $, except value of EPS and number of shares.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Going Concern
|
9 Months Ended |
Sep. 30, 2023 |
Going Concern [Abstract] |
|
GOING CONCERN |
NOTE
3. GOING CONCERN
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business.
Management
evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated
financial statements are issued and determined. The Company’s ability to continue as a going concern is dependent on the Company’s
ability to continue to generate sufficient revenues and raise capital within one year from the date of filing.
Over
the next twelve months management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however,
no assurance can be given that debt or equity financing, if and when required, will be available.
|
X |
- References
+ Details
Name: |
ilus_GoingConcernAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure when substantial doubt is raised about the ability to continue as a going concern. Includes, but is not limited to, principal conditions or events that raised substantial doubt about the ability to continue as a going concern, management's evaluation of the significance of those conditions or events in relation to the ability to meet its obligations, and management's plans that alleviated or are intended to mitigate the conditions or events that raise substantial doubt about the ability to continue as a going concern.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 40 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-40/tableOfContent
+ Details
Name: |
us-gaap_SubstantialDoubtAboutGoingConcernTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Cash and Cash Equivalents
|
9 Months Ended |
Sep. 30, 2023 |
Cash and Cash Equivalents [Abstract] |
|
CASH AND CASH EQUIVALENTS |
NOTE
4. CASH AND CASH EQUIVALENTS
For purposes of the statements
of cash flows, in accordance with ASC 230-10-20 the Company considers all highly liquid investments and short-term debt instruments with
original maturities of three months or less to be cash equivalents. There was $1,587,275 in cash and cash equivalents as of September
30, 2023, and $1,478,702 as of December 31, 2022, respectively.
|
X |
- References
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for cash and cash equivalent footnotes, which may include the types of deposits and money market instruments, applicable carrying amounts, restricted amounts and compensating balance arrangements. Cash and equivalents include: (1) currency on hand (2) demand deposits with banks or financial institutions (3) other kinds of accounts that have the general characteristics of demand deposits (4) short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments maturing within three months from the date of acquisition qualify.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Accounts Receivables
|
9 Months Ended |
Sep. 30, 2023 |
Accounts Receivables [Abstract] |
|
ACCOUNTS RECEIVABLES |
NOTE
5. ACCOUNTS RECEIVABLES
Accounts
receivables are recorded at face value less an allowance for credit losses. The allowance is an estimate based on historical collection
experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable.
Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking
information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before
recording the appropriate provision. Major
Accounts receivable are from our subsidiary QIND. The duration of such receivables extends from 30 days beyond 12 Months with an average
of 60 days. Payments are received only when a project milestone or entire project is completed, and approvals are obtained. Provisions
are created based on the estimated irrecoverable amounts determined by referring to past default experience. The accounts receivable
that extends beyond 12 months, amounting to $30,095,285 as of September 30, 2023, and December 31, 2022, for both periods respectively,
due to warranties and legacy receivables are guaranteed by Gerab National Enterprises LLC.
|
X |
- DefinitionThe entire disclosure for accounts receivable, contract receivable, receivable held-for-sale, and nontrade receivable.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 310 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//310/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//326/tableOfContent
+ Details
Name: |
us-gaap_AccountsAndNontradeReceivableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesHeldForSaleAmountAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Inventory - Work in Progress
|
9 Months Ended |
Sep. 30, 2023 |
Inventory - Work in Progress [Abstract] |
|
INVENTORY - WORK IN PROGRESS |
NOTE
6. INVENTORY - WORK IN PROGRESS
Work
In Progress only reflects the value of products in intermediate production stages and excludes the value of finished products being held
as inventory in anticipation of future sales and raw materials not yet incorporated into an item for sale.
|
X |
- References
+ Details
Name: |
us-gaap_InventoryNetAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the basis and manner that goods are added and removed from inventory in the course of production (work in process). If inventory is carried at cost, this disclosure includes the nature of the cost elements included in inventory and how cost is determined (such as FIFO, LIFO, average).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 330 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483080/330-10-50-1
+ Details
Name: |
us-gaap_InventoryWorkInProcessPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Other Current Assets
|
9 Months Ended |
Sep. 30, 2023 |
Other Current Assets [Abstract] |
|
OTHER CURRENT ASSETS |
NOTE
7. OTHER CURRENT ASSETS
Other
Current Assets | |
September
30,
2023 | | |
December
31,
2022 | |
Retention and
other Receivables | |
| 2,590,611 | | |
| 2,800,612 | |
Amount due from Related Parties | |
| 1,794,218 | | |
| 1,794,218 | |
Deposits | |
| 1,547,977 | | |
| 1,550,914 | |
Accrued Discount on Convertible
notes | |
| 79,089 | | |
| 100,000 | |
Advance to sub-Contractors | |
| 7,292,624 | | |
| 7,572,440 | |
Other misc Current Assets | |
| 541,320 | | |
| 194,937 | |
Prepaid assets | |
| 109,736 | | |
| 278,192 | |
loans advanced | |
| 647,456 | | |
| 578,367 | |
Directors Current Account | |
| 2,279,322 | | |
| 2,096,777 | |
Statutory dues Receivable | |
| 48,852 | | |
| 46,326 | |
Staff Advances | |
| 8,358 | | |
| 49,605 | |
Buy
back commitment | |
| 2,000,000 | | |
| 0 | |
Total | |
| 18,939,563 | | |
| 17,062,388 | |
Other
Misc. Current Assets:
Other
Misc. Current Assets as mentioned in the above table includes advances paid in connection with the operations of the company.
|
● |
Advances
to Suppliers and sub- Contractors: Advances have been paid to the suppliers in the ordinary course of business for procurement of
specialized material and equipment required in the process of manufacturing of pressure vessels, tanks, heat exchangers and construction
of storage tanks and pipes. The Industrial and Manufacturing Division engages in the production of process equipment, pressure
vessels, and substantial offshore structures. To undertake these projects, the company is required to make substantial upfront investments
in materials and machinery. These projects involve many processes and take a long time to complete. |
|
|
|
|
● |
Loan advanced refers to
the amount advanced by a company in the ordinary course of business and includes amount paid for set up of new businesses. |
|
● |
Retention Receivables relates
to a percentage of the contract price being retained by the customers for a period of 12 to 18 months (as per contract agreements),
for the purpose of repair of damages (if any), that arise as a result of work done on the projects by the Company. These amounts
are received at the expiration of the retention period. |
|
|
|
|
● |
Other Receivables represents claims for damages from
suppliers. |
Related
party Advances:
As
of September 30, 2023, and September 30, 2022, the Company had amounts due to Quality Industrial Corp. (“QIND”), a subsidiary
of the Company, of $397,390 and $(30,000), respectively. These figures are related to an intercompany loan agreement executed by and
between the Company and QIND on June 15, 2022. The maximum principal amount to be borrowed by either party from each other under the
agreement is $1,000,000. The purpose of the agreement is to provide for working capital to either the Company or QIND through cash advances
on an unsecured basis requested by either party at any time and from time to time in amounts of up to $100,000 and the agreement shall
automatically be renewed for successive one-year terms thereafter unless terminated. The intercompany loan agreement has a term of one
year from the date of execution and all cash advances mature and become payable on the termination date. Any unpaid principal accrues
simple interest from the date of each cash advance until payment in full at a rate equal to 1% per annum.
As
of September 30, 2023, and September 30, 2022, the Company had amounts due from Gerab National Enterprises LLC (“Gerab”),
a shareholder of Quality International, the operating subsidiary of the Company, of $1,794,218 and $4,990,679, respectively. Gerab is
a large supplier of piping and steel solutions located in the UAE and supplies piping and steel to Quality International. The amounts
due are related to an advance in connection with the supply of materials for which delivery was delayed. The amount due has reduced following
resumption of the delayed project leading to delivery of the materials as per project milestones. The amount due will be further reduced
by the end of as the remaining materials are delivered. As per the audited financial statements of Quality International, outstanding
balances at the year-end arise in the normal course of business. For the year ended June 30, 2023, Quality International has not recorded
impairment of amounts owed by any related party, as the provision for expected credit losses on the amounts due from a related party
was not material to the financial statements and the credit risk associated with it, is assessed as low/nil for the period June 30, 2022.
On
September 15, 2023, QIND issued 2,000,000 shares to Nicolas Link of QIND common stock pursuant to his employee contract with a grant-date
and fair market value of $0.27.
On
September 15, 2023, QIND issued 2,000,000 shares to John-Paul Backwell QIND common stock, pursuant to his employee contract, with a grant-date
and fair market value of $0.27.
On
September 15, 2023, QIND issued 1,250,000 shares to Carsten Kjems Falk of QIND common stock, pursuant to his employee contract, with
a grant-date and fair market value of $0.27.
On
September 15, 2023, QIND issued 350,000 shares to Louise Bennett 350,000 shares of QIND common stock, pursuant to her employee contract,
with a grant-date and fair market value of $0.27.
|
X |
- References
+ Details
Name: |
us-gaap_OtherAssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for other current assets.
+ References
+ Details
Name: |
us-gaap_OtherCurrentAssetsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Long Term Investments/Other Assets
|
9 Months Ended |
Sep. 30, 2023 |
Long Term Investments/Other Assets [Abstract] |
|
LONG TERM INVESTMENTS/OTHER ASSETS |
NOTE 8. LONG TERM INVESTMENTS/OTHER ASSETS
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Investments: | |
| | |
| |
Investment
in FB Fire Technology Ltd. | |
| 3,172,175 | | |
| 3,172,175 | |
Investment
in TVC | |
| 20,500 | | |
| 20,500 | |
Capital
Advances | |
| 1,496,695 | | |
| 1,496,656 | |
Loan
to FB Fire Technologies Ltd | |
| 1,805,893 | | |
| 1,678,995 | |
Investment
in Dear Cashmere Holding Co. | |
| 12,000,000 | | |
| 12,000,000 | |
TOTAL | |
| 18,495,263 | | |
| 18,368,326 | |
Investment
in Dear Cashmere Holding Co. The company received 10,000,000 shares of Common stock in Dear Cashmere Holding Co on May 21, 2021, as compensation
for services to provided DRCR such as but not limited to, free rent in Al Marsa Street 66, 11th Floor, Office 1105, Dubai, free use of
inhouse accounting, IT, and legal team from 2021 until December 31, 2023. Capital advances represents 3,172,175 number of Class E Preferred
Stock issued, in advance, at $1 per share amounting $3,172,175 to the shareholders of FB Fire Technologies Ltd. for acquisition of FB
Fire Technologies Ltd.
Investment
in FB Fire technologies represents 3,172,175 number of Class E Preferred Stock issued, in advance, at $1 per share amounting $3,172,175
to the shareholders of FB Fire Technologies Ltd. for acquisition of FB Fire Technologies Ltd.
Capital
Advance of $1,496,656 represents amount advanced for two subsidiaries -Bull head and Georgia Fire security LLC.
|
X |
- References
+ Details
Name: |
us-gaap_InvestmentsAllOtherInvestmentsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for investments and other noncurrent assets.
+ References
+ Details
Name: |
us-gaap_InvestmentsAndOtherNoncurrentAssetsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Right of Use Assets
|
9 Months Ended |
Sep. 30, 2023 |
Right of Use Assets [Abstract] |
|
RIGHT OF USE ASSETS |
NOTE
9. RIGHT OF USE ASSETS
The
Company’s subsidiaries have entered into commercial leases of land for offices, manufacturing yards and storage facilities. The
Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset
are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement.
To determine the present value of lease payments, the Company uses the stated interest rate in the lease, when available, or more commonly
a secured incremental borrowing rate that reflects risk, term, and economic environment in which the lease is denominated. The Company
has elected not to recognize ROU assets or lease liabilities for leases with a term of twelve months or less. Expense is recognized on
a straight-line basis over the lease term for operating leases.
|
X |
- References
+ Details
Name: |
ilus_RightOfUseAssetsAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of customer securities accepted by the entity as collateral and re-pledged to counterparties as collateral or sold, including sources and uses of collateral, fair value of collateral and portion of that collateral that has been sold or re-pledged.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 860 -SubTopic 30 -Section 50 -Paragraph 1A -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481420/860-30-50-1A
+ Details
Name: |
us-gaap_ScheduleOfCustomerSecuritiesForWhichEntityHasRightToSellOrRepledgeTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Goodwill
|
9 Months Ended |
Sep. 30, 2023 |
Goodwill [Abstract] |
|
GOODWILL |
NOTE
10. GOODWILL
As
of December 31, 2022, the Goodwill has been generated through acquisition of our subsidiaries - Bull Head Products Inc., Georgia Fire
& Rescue, Quality Industrial Corp. and its subsidiary Quality International. Goodwill accounted in the books is primarily a result
of acquisitions, representing the excess of the purchase price over the fair value of the tangible net assets acquired.
The
Company accounts for business combinations by estimating the fair value of consideration paid for acquired businesses and assigning that
amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. If the fair value of assets
acquired and liabilities assumed exceeds the fair value of consideration paid, a gain on bargain purchase is recognized. The estimates
of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate
future cash flows and discount rates. Such analyses involve significant judgments and estimations.
The
Company follows the guidance prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets,
to test goodwill and intangible assets for impairment annually if an event occurs or circumstances change which indicates that its carrying
amount may not exceed its fair value.
The
annual impairment review is performed in the fourth quarter of each fiscal year based upon information and estimates available at that
time. To perform the impairment testing, the Company first assesses qualitative factors to determine whether it is more likely than not
that the fair values of the Company’s reporting units or indefinite-lived intangible assets are less than their carrying amounts
as a basis for determining whether or not to perform the quantitative impairment test. Qualitative testing includes the evaluation of
economic conditions, financial performance, and other factors such as key events when they occur. The Company then estimates the fair
value of each reporting unit and each indefinite-lived intangible asset not meeting the qualitative criteria and compares their fair
values to their carrying values. As
all the subsidiaries were acquired in 2022, hence company would start impairment process from the next year 2023 in accordance with the
guidance prescribed in ASC 350. The Company would assess at year-end whether there has been an impairment in the value of goodwill and
identifiable intangible assets.
If
future operating performance at one or more of the Company’s reporting units were to fall significantly below forecasted levels,
the Company could be required to reflect, under current applicable accounting rules, a non-cash charge to operating income for an impairment.
Any determination requiring the write-off of a significant portion of goodwill or identifiable intangible assets would adversely impact
the Company’s results of operations and net worth.
As
of December 31, 2022, Goodwill and intangible assets amount to $60,310,468 as compared to total assets amounting to $ 251,417,462. Below
is a table displaying the goodwill arising from the Company’s acquisitions:
Quality International | |
| 56,387,027 | |
QIND | |
| 4,065,075 | |
Bullhead | |
| 8,810 | |
Georgia | |
| (772,095 | ) |
ILUS UK | |
| 315,063 | |
BCD | |
| 306,597 | |
Goodwill
Total | |
$ | 60,310,468 | |
|
X |
- DefinitionThe entire disclosure for goodwill.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//350-20/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-2
+ Details
Name: |
us-gaap_GoodwillDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillImpairedAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Tangible Assets
|
9 Months Ended |
Sep. 30, 2023 |
Tangible Assets [Abstract] |
|
TANGIBLE ASSETS |
NOTE
11. TANGIBLE ASSETS
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Tangible Assets: | |
| | |
| |
Land
and Building | |
| 16,885,820 | | |
| 17,390,322 | |
Plant
and machinery | |
| 1,529,819 | | |
| 1,419,802 | |
Furniture,
Fixtures and Fittings | |
| 120,608 | | |
| 221,329 | |
Vehicles | |
| 53,977 | | |
| 70,326 | |
Computer
and computer Equipment | |
| 18,476 | | |
| 31,067 | |
Capital
WIP | |
| 1,867,509 | | |
| 1,884,569 | |
TOTAL | |
| 20,476,209 | | |
| 21,017,415 | |
Property,
Plant and Equipment
Property,
Plant and Equipment is recorded at cost, except when acquired in a business combination where property, plant and equipment are recorded
at fair value. Depreciation of property, plant and equipment is recognized over the estimated useful lifespan of the respective assets
using the straight-line method.
The
estimated useful lifespans are as follows:
Item | |
| Years | |
Buildings, related improvements
& land improvements | |
| 5-25 | |
Machinery & Equipment | |
| 3-15 | |
Computer hardware & software | |
| 3-10 | |
Furniture & Fixtures | |
| 3-15 | |
Expenditure
that extends the useful lifespan of existing property, plant and equipment are capitalized and depreciated over the remaining useful
lifespan of the related asset, Expenditure for repairs and maintenance are expensed as incurred, when property, plant and equipment are
retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss
reflected in operations.
Property,
plant and equipment | |
Plant
& Machinery | | |
Leasehold
Improvements
& Building | | |
Furniture,
Fixtures &
Office
Equipment | | |
Vehicles | | |
Computer
and
Computer
Equipment | | |
Capital
work in
Progress | | |
Total | |
As
of December 31, 2021 | |
| 106,528 | | |
| 22,158 | | |
| 30,126 | | |
| 2,725 | | |
| 42,774 | | |
| 0 | | |
| 204,311 | |
Additions
during the year | |
| 0 | | |
| - | | |
| 34,833 | | |
| 67,601 | | |
| | | |
| | | |
| 102,434 | |
Additions
on account of acquisition of Subsidiary | |
| 25,427,300 | | |
| 27,086,143 | | |
| 5,741,179 | | |
| 1,668,183 | | |
| 0 | | |
| 1,884,569 | | |
| 61,807,374 | |
As
at December 31, 2022 | |
| 25,533,828 | | |
| 27,108,301 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 42,774 | | |
| 1,884,569 | | |
| 62,114,119 | |
Additions
during Jan- June 2023 | |
| 929,642 | | |
| 313 | | |
| | | |
| | | |
| (5,630 | ) | |
| (217,060 | ) | |
| 707,265 | |
June
30,2023 | |
| 26,463,470 | | |
| 27,108,614 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 37,144 | | |
| 1,667,509 | | |
| 62,821,384 | |
Additions
during July- Sept 2023 | |
| 598,696 | | |
| | | |
| | | |
| | | |
| | | |
| 200,000 | | |
| 798,696 | |
September30,2023 | |
| 27,062,166 | | |
| 27,108,614 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 37,144 | | |
| 1,867,509 | | |
| 63,620,080 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
Acc
dep as at December 31, 2021 | |
| 23,049,947 | | |
| 8,613,635 | | |
| 5,419,774 | | |
| 1,667,592 | | |
| - | | |
| | | |
| 38,750,948 | |
Charge
for the year | |
| 1,064,079 | | |
| 1,104,344 | | |
| 165,035 | | |
| 591 | | |
| 11,707 | | |
| | | |
| 2,345,756 | |
Acc
dep at December 31, 2022 | |
| 24,114,026 | | |
| 9,717,979 | | |
| 5,584,809 | | |
| 1,668,183 | | |
| 11,707 | | |
| 0 | | |
| 41,096,704 | |
Carrying
value as at December 31, 2022 | |
| 1,419,802 | | |
| 17,390,322 | | |
| 221,329 | | |
| 70,326 | | |
| 31,067 | | |
| 1,884,569 | | |
| 21,017,415 | |
Charge
for the period Jan to June 2023 | |
| 1,013,913 | | |
| 243,436 | | |
| 53,074 | | |
| 11,904 | | |
| 2,683 | | |
| - | | |
| 1,325,010 | |
Acc
dep as at June 30,2023 | |
| 25,127,939 | | |
| 9,961,415 | | |
| 5,637,883 | | |
| 1,680,087 | | |
| 14,390 | | |
| - | | |
| 42,421,714 | |
Carrying
value as at June 30,2023 | |
| 1,335,531 | | |
| 17,147,199 | | |
| 168,255 | | |
| 58,422 | | |
| 22,754 | | |
| 1,667,509 | | |
| 20,399,670 | |
Charge
for the period July- September 2023 | |
| 404,408 | | |
| 261,379 | | |
| 47,647 | | |
| 4,445 | | |
| 4,278 | | |
| | | |
| 722,157 | |
Acc
dep as of September 30,2023 | |
| 25,532,347 | | |
| 10,222,794 | | |
| 5,685,530 | | |
| 1,684,532 | | |
| 18,668 | | |
| - | | |
| 43,143,871 | |
Carrying value as at September 30,2023 | |
| 1,529,819 | | |
| 16,885,820 | | |
| 120,608 | | |
| 53,977 | | |
| 18,476 | | |
| 1,867,509 | | |
| 20,476,209 | |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//360/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 6 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 7 -SubTopic 360 -Topic 958 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480321/958-360-50-7
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Intangible Assets
|
9 Months Ended |
Sep. 30, 2023 |
Intangible Assets [Abstract] |
|
INTANGIBLE ASSETS |
NOTE
12. INTANGIBLE ASSETS
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Intellectual
Rights | |
| — | | |
| 617,239 | |
Website | |
| 6,112 | | |
| 6,112 | |
Trademarks | |
| 240 | | |
| 240 | |
TOTAL | |
| 6,352 | | |
| 623,591 | |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all or part of the information related to intangible assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//350-30/tableOfContent
+ Details
Name: |
us-gaap_IntangibleAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Current Liabilities
|
9 Months Ended |
Sep. 30, 2023 |
Current Liabilities [Abstract] |
|
CURRENT LIABILITIES |
NOTE
13. CURRENT LIABILITIES
Other
Current Liabilities
Other
Current Liabilities as mentioned in the below table includes short term liabilities. Short term bank borrowings relate to credit-lines
and bank borrowings by the company’s subsidiary QIND to meet asset financing and working capital requirements for orders that are
in production.
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Credit
Cards | |
| 6,663 | | |
| 6,895 | |
Payable
to subsidiaries | |
| 77,299,629 | | |
| 82,235,560 | |
Short
Term Bank Borrowings | |
| 19,055,041 | | |
| 18,220,315 | |
Tax
Payable | |
| 28,703 | | |
| 31,421 | |
Provision
for Expenses | |
| 28,000 | | |
| 1,303,229 | |
Accrued
Interest for Convertible Notes | |
| 117,525 | | |
| 31,855 | |
Other
short-term loan | |
| 395,000 | | |
| 101,141 | |
Payroll
Liability | |
| 377,292 | | |
| 119,987 | |
Misc.
liabilities | |
| 218,251 | | |
| 9,416 | |
Short
term Borrowings | |
| 5,033,333 | | |
| | |
TOTAL | |
| 102,559,457 | | |
| 102,059,819 | |
As
of September 30, 2023, loan payable – Payable to subsidiaries amounting to $77,299,629 is the liability of the company on account
of its acquisition of subsidiaries. The Major portion of $75.5 million is payable in tranches to Quality International as a part of purchase
consideration. Other amounts include payment to other subsidiaries, Al Shola Modea Safety and Security LLC, Georgia Fire and Bull head
products Inc.
Borrowings
amounting to $18,911,641, is the current portion of bank borrowings, which correspond to our subsidiary Quality International. As per
the applicable accounting standards, Borrowings from financial institutions have been bifurcated into current and non-Current liabilities.
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for other liabilities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20,24) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Non – Current Liabilities
|
9 Months Ended |
Sep. 30, 2023 |
Non – Current Liabilities [Abstract] |
|
NON – CURRENT LIABILITIES |
NOTE
14. NON – CURRENT LIABILITIES
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Provision
for Convertible Notes | |
| 1,155,338 | | |
| 1,155,338 | |
Borrowings
from Financial Institutions | |
| 10,768,392 | | |
| 12,378,098 | |
Interest
On Convertible Notes | |
| 722,622 | | |
| 461,994 | |
Employees’
End of Service Benefits | |
| 2,075,676 | | |
| 1,953,853 | |
Defined
Benefit Obligation (Gratuity) | |
| 291,001 | | |
| 66,275 | |
TOTAL | |
| 15,013,029 | | |
| 16,015,558 | |
The
borrowings from financial institutions belong to our subsidiary, Quality International. These terms loans were acquired from commercial
banks in the UAE for the purchase of machinery and equipment. These term loans carry financing costs at commercial rates plus 1 to 3-month
EIBOR per annum.
Options
and Warrants
In
accordance with ASC 470, detachable warrants issued are allocated to the two elements based on the relative fair values of the debt instrument
without the warrants and of the warrants themselves at the time of issuance, the portion of the proceeds assigned to the warrants credited
to paid-in capital, and the remainder to the debt instrument. On
February 4, 2022, a Common Share Purchase Warrant was issued to Discover Growth Fund, LLC, of the $2,000,000 convertible promissory note
of even date herewith (the “Note”), , Holder is entitled, upon the terms and subject to the limitations on exercise and the
conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 20,000,000 of the
Company’s common shares (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the
terms and conditions of this Warrant) at the Exercise Price of $0.275, per share then in effect.
On
December 2, 2022, we issued a common stock purchase warrant to AJB Capital Investment LLC for the $1,200,000 convertible promissory note.
The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time
on or after the date of issuance hereof, to purchase from the Company, 30,000,000 of the Company’s common shares (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise
Price per share then in effect. The Warrant was later amended on March 8, 2023, and May 12, 2023.
On
January 26, 2023, we issued a common stock purchase warrant to Jefferson Street Capital for the $100,000 convertible promissory note.
The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time
on or after the date of issuance hereof, to purchase from the Company, 650,000 of the Company’s common shares (the “Warrant
Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise
Price per share then in effect.
On
June 30, 2023, we issued a common stock purchase warrant to Exchange Listing. The holder is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from
the Company, 200,000 of the Company’s common shares (the “Warrant Shares”) (whereby such number may be adjusted from
time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect
|
X |
- DefinitionThe entire disclosure for accounts payable, accrued expenses, and other liabilities that are classified as noncurrent at the end of the reporting period.
+ References
+ Details
Name: |
us-gaap_AccountsPayableAccruedLiabilitiesAndOtherLiabilitiesDisclosureNoncurrentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Common Stock and Preferred Stock
|
9 Months Ended |
Sep. 30, 2023 |
Common Stock and Preferred Stock [Abstract] |
|
COMMON STOCK AND PREFERRED STOCK |
NOTE
15. COMMON STOCK AND PREFERRED STOCK
In
August 2019 the Company’s Amended its Articles of Incorporation to authorize it to issue up to two billion (2,000,000,000) shares,
of which all shares are common stock, with a par value of one-tenth of one cent ($0.001) per share. The Company also created the following
30,000,000 preferred shares with a par value of $0.001 to be designated Class A, B and C.
Class
A – 10,000,000 preferred shares that convert at 3 common shares for every 1 preferred class A share and voting rights of 500 common
shares for every 1 preferred class A share. All 10,000,000 preferred class A shares have been issued to the Company’s CEO.
Class
B – 10,000,000 preferred shares that convert at 3 common shares for every 1 preferred class B common share.
Class
C – 10,000,000 preferred shares that convert at 2 common shares for every 1 preferred class C common share with voting rights of
100 common shares for every 1 preferred class C share.
On
February 14, 2020 the Company designated Class D– 60,741,000 preferred shares; par value $0.001 that convert at 500 common shares
for every 1 preferred class D common share with voting rights of 500 common shares for every 1 preferred class D share.
On
May 28, 2020, the Company designated preferred Class E shares - 5,000,000 preferred shares; par value $0.001; non-cumulative. Dividends
are 6% a year commencing a year after issuance. Dividends to be paid annually. Redeemable at $1.00 per share, 2.25% must be redeemed
per quarter, commencing one year after issuance, and shall be redeemed at 130% premium to the redemption value. The shares do not have
voting rights.
On
August 26, 2021, the company amended its Articles of Incorporation to updated authorized Class B preferred shares to 100,000,000 (10,000,000
previously) with par value $0.001 that will be converted at 100 common shares (3 common shares previously) for every 1 preferred Class
B Share with voting rights of 100 common shares for every 1 preferred class B share. Dividends to be paid according to the company’s
dividend policy agreed by the board from time to time. On
July 20, 2021, the Company designed preferred Class F shares – 50,000,000 preferred shares; par value $0.001 that convert at 100
common shares for every 1 preferred class F share with no voting rights and no dividends.
As
of December 31, 2022, there was 1,355,230,699 shares of the Company’s common stock issued and outstanding.
As
of June 30, 2023, the number of shares outstanding of our Common Stock was 1,444,380,699.
Common
Stock issuances during the nine months ended September 30, 2023.
On
February 18, 2023, we cancelled 40,000,000 shares of common stock with Ambrose & Keith Ltd.
On
March 17, 2023, we issued 10,000,000 shares of common stock as commitment shares to AJB Capital Investment LLC for an aggregate price
of $421,000.
On
March 21, 2023, we issued 53,850,000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $538,500
On
April 12, 2023, 100,000 Preferred F shares were converted into 10,000,000 common shares.
On
April 12, 2023, 100,000 Preferred F shares were issued to John-Paul Backwell as staff compensation.
On
May 12, 2023, we issued 2,000,000 shares of common stock as commitment shares to AJB Capital Investment LLC for an aggregate price of
$80,000.
On
June 1, 2023, we issued 53,300,000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $533,000.
On
July 14, 2023, we issued 21,665,710 shares of common stock to Exchange Listing LLC for a stock purchase agreement for an aggregate price
of $100 for consultancy services for the planned uplist to a National Exchange.
On
August 04, 2023, we issued 53,125,000 shares of common stock as compensation to RB Capital Partners Inc. For conversion of a convertible
note for an aggregate price of $531,250.
On
September 06, 2023, we issued 5,555,556 shares of common stock to Kyle Comerford for a stock purchase agreement for an aggregate price
of $50,000.
On
September 09, 2023 we issued 10,000,000 shares of common stock to Cameron Canzellarini for a stock purchase agreement for an aggregate
price of $100,000.
On
September 11, 2023 we issued 625,000 shares of common stock as commitment shares to Richard Astrom with a fair market value of $0.02
per shares for an aggregate price of $12,500.
On
September 18, 2023 we issued 5,000,000 shares of common stock to Kirt Weidner for a stock purchase agreement for an aggregate price of
$50,000.
On
September 21, we issued 6,000,000 shares of common stock to Kaleb Ryan for a stock purchase agreement for the aggregate price of $60,000.
On
September 28, we issued 10,526,316 shares of common stock to Kevin Van Hoesen for a stock purchase agreement for the aggregate price
of $100,000. EARNING
PER SHARE
Particulars | |
September 30, 2023 | | |
December 31, 2022 | |
Basic EPS | |
| | |
| |
Numerator | |
| | |
| |
Net income / (loss) | |
| 472,145 | | |
| 4,559,375 | |
Net Income attributable to common stockholders | |
$ | 472,145 | | |
$ | 4,559,375 | |
Denominator | |
| | | |
| | |
Weighted average shares outstanding | |
| 1,556,878,281 | | |
| 1,355,230,699 | |
Number of shares used for basic EPS computation | |
| 1,556,878,281 | | |
| 1,355,230,699 | |
Basic EPS | |
$ | 0.00 | | |
$ | 0.00 | |
Diluted EPS | |
| | | |
| | |
Numerator | |
| | | |
| | |
Net income / (loss) | |
| 472,145 | | |
| 4,559,375 | |
Net Income attributable to common stockholders | |
$ | 472,145 | | |
$ | 4,559,375 | |
Denominator | |
| | | |
| | |
Number of shares used for basic EPS computation | |
| | | |
| 1,355,230,699 | |
Conversion of Class A preferred stock to common stock | |
| 30,000,000 | | |
| 30,000,000 | |
Conversion of Class B preferred stock to common stock | |
| 65,589,041 | | |
| 65,589,041 | |
Conversion of Class D preferred stock to common stock | |
| 30,370,500,000 | | |
| 30,370,500,000 | |
Conversion of Class F preferred stock to common stock | |
| 166,825,000 | | |
| 158,602,740 | |
Number of shares used for diluted EPS computation | |
| 32,189,792,322 | | |
| 31,979,922,480 | |
Diluted EPS | |
$ | 0.00 | | |
$ | 0.00 | |
|
X |
- References
+ Details
Name: |
ilus_CommonStockAndPreferredStockAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Other Comprehensive Income
|
9 Months Ended |
Sep. 30, 2023 |
Other Comprehensive Income [Abstract] |
|
OTHER COMPREHENSIVE INCOME |
NOTE
16. OTHER COMPREHENSIVE INCOME
Statement of Comprehensive Income Statement | |
Q3 2023 | | |
Q3 2022 | |
Net Income | |
| 472,145 | | |
| 1,187,494 | |
Other comprehensive Income /(loss), net of tax | |
| 27,253 | | |
| | |
Foreign currency translation adjustments | |
| | | |
| | |
Comprehensive Income | |
| 444,892 | | |
| 1,187,494 | |
|
X |
- DefinitionThe entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//220/tableOfContent
+ Details
Name: |
us-gaap_ComprehensiveIncomeNoteTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Non-Controlling Interest
|
9 Months Ended |
Sep. 30, 2023 |
Non-Controlling Interest [Abstract] |
|
NON-CONTROLLING INTEREST |
NOTE
17. NON-CONTROLLING INTEREST
The
total Net Assets of Quality International were $49,255,718 on December 31, 2022, of which 52% was acquired amounting to $25,612,973.
The remaining $56,387,027 of the total purchase price of $82,000,000 is part of the Company’s Goodwill (see footnote). Furthermore,
48% of Quality International’s earnings have been transferred to Minority Interest. Current quarter earnings of the subsidiaries
where the company doesn’t hold 100% ownership has been transferred to Non-Controlling Interest in the respective shareholding ratio.
|
X |
- DefinitionThe entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//810/tableOfContent
+ Details
Name: |
us-gaap_MinorityInterestDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NoncontrollingInterestAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Notes Payable
|
9 Months Ended |
Sep. 30, 2023 |
Notes Payable [Abstract] |
|
NOTES PAYABLE |
NOTE
18. NOTES PAYABLE
The
following is the list of Notes payable as of June 30, 2023. Convertible Notes issued during the reported period are accounted in the
books as liability, accrued Interest and discount on notes is also accounted accordingly as per general accounting principles.
| ● | On February 04, 2022, the company entered into a convertible note with Discover Growth Fund LLC – John Burke for the amount of $2,000,000. The note is convertible at a 35% below the lowest past 15-day share price and bears 12% interest per annum. The note matures on February 4, 2023. |
| ● | On May 20, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 19, 2024. |
| ● | On May 27, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 26, 2024. |
| ● | On June 01, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $1,000,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 31, 2024 |
| ● | On July 12, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on July 11, 2024. |
| ● | On August 10, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on August 09, 2024. |
| ● | On August 25, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $200,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on August 24, 2024. |
| ● | On September 21, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $650,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on September 20, 2024. |
| ● | On November 14, 2022, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $400,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on November 13, 2024. |
| ● | On December 2, 2022, the company entered into a convertible note with AJB Capital Investment LLC for the amount of $1,200,000. The note is convertible into common stock upon an event of default at the rate equal to volume weighted average trading price of the specified period and bears 12% interest. The note matures on June 01, 2023. |
| ● | On January 26, 2023, the company entered into a convertible note with Jefferson Street Capital for the amount of $100,000. The note is convertible into common stock upon an event of default at the rate equal to volume weighted average trading price of the specified period and bears 12% interest. The note matures on July 26, 2023. |
| ● | On April 11, 2023, ILUS entered into a note payable of $144,200 with 1800 Diagonal Lending LLC. Repayable in 9 monthly payments and shall bear 13% interest as one time charge on the issuance date. In case of event of default, note is convertible into common stock at 65% of lowest trading price during previous ten days. The note matures on March 11, 2024. | | ● | On April 12, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $500,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on April 12, 2025. |
| ● | On May 2, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of 250,000. The note is convertible into common stock at the rate of $0.50 and bears 5% interest per annum. The note matures on May 2, 2025. |
| ● | On May 3, 2023, the company The Company signed a Forbearance Agreement with Discover Growth Fund for the original note dated February 4, 2022. The Company shall make monthly minimum loan payments to Discover Growth Fund of $450,000 commencing on May 30, 2023, and on the 5th day of each month thereafter, until the Note is paid in full. |
| ● | On May 30, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $200,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on May 30, 2025. |
| ● | On May 30, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $450,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on May 30, 2025. |
| ● | On June 21, 2023, the company entered into a note payable of $61,868 with 1800 Diagonal Lending LLC. Repayable in 9 monthly payments and shall bear 13% interest as one time charge on the issuance date. In case of event of default, note is convertible into common stock at 65% of lowest trading price during previous ten days. The note matures on March 30, 2024. |
| ● | On July 03, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $475,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on July 3, 2025. |
| ● | On July 26, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $550,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on July 26, 2025. |
| ● | On August 29, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $100,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on August 29, 2025. |
| ● | On September 5, 2023, the company entered into a convertible note with RB Capital Partners Inc., for the amount of $450,000. The note is convertible into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on September 5, 2025. |
| ● | On September 7, 2023, the company entered into convertible Note with Richard Astrom, for the amount of $27,500. The note is convertible into common stock at variable conversion price and bears a 9% interest per annum. The note matures on March 6, 2024. The Note cannot be converted until 3 months from the date of issue of Note. |
|
X |
- DefinitionTabular disclosure of convertible debt instrument. Includes, but is not limited to, principal amount and amortized premium or discount.
+ References
+ Details
Name: |
us-gaap_ConvertibleDebtTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NotesPayableAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Subsequent Events
|
9 Months Ended |
Sep. 30, 2023 |
Subsequent Events [Abstract] |
|
SUBSEQUENT EVENTS |
NOTE
19. SUBSEQUENT EVENTS
In
accordance with ASC 855-10-50 the company list events which are deemed to have a determinable significant effect on the balance
sheet at the time of occurrence or on the future operations, and without disclosure of it, the financial statements would be misleading.
On
October 13, 2023, the company entered into a share purchase agreement with Lovejit Singh to sell 5,000,000 shares of common stock for
a purchase price of $50,000.
On
October 19, 2023 we issued 2,118,644 shares of common stock as compensation to 1800 Diagonal Lending LLC. For partial conversion of a
convertible note for an aggregate price of $25,000.
On
October 20, 2023 we issued 4,555,555 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion of
a convertible note for an aggregate price of $40,000.
On
October 20, 2023, ILUS entered into a note payable of $89,250.00 with 1800 Diagonal Lending LLC.
Repayable
any time after 180 days following the date of note till maturity date and shall bears 9% interest rate per annum. The note is convertible
into common stock at the rate equal to variable conversion price as defined, shall mean 65% of lowest trading price during previous ten
days. The note matures on July 30, 2024
On
October 23, 2023 we issued 3,092,784 shares of common stock as compensation to 1800 Diagonal Lending LLC. For partial conversion of a
convertible note for an aggregate price of $30,000.
On
October 25, 2023 we issued 9,538,461 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion of
a convertible note for an aggregate price of $30,000.
On
November 6, 2023, the company entered into a share purchase agreement with Kevin Van Hoesen to sell 16,666,667 shares of common stock
for a purchase price of $100,000.
On
November 07, 2023 we issued 9,538,461 shares of common stock as compensation to Jefferson Street Capital LLC. For partial conversion
of a convertible note for an aggregate price of $30,000.
On
November 7, 2023 the company entered into a convertible note with RB Capital Partners Inc., for the amount of $200,000. The note is convertible
into common stock at the rate of $0.50 and bears a 5% interest per annum. The note matures on November 7, 2025.
On
November 15, 2023 we issued 21,926,875 shares of common stock as compensation to RB Capital Partners LLC for partial conversion of a
convertible note for an aggregate price of $86,069.
On
November 21, 2023 the company entered into a convertible note with Twn Brooks Inc., for the amount of $20,000. The note is convertible
into common stock at the rate of 65% of the lowest trading price 10 days prior to conversion and bears a 9% interest per annum. The note
matures on May 21, 2024.
On
November 21, 2023 the company entered into a convertible note with Carizzo LLC, for the amount of $20,000. The note is convertible into
common stock at the rate of 65% of the lowest trading price 10 days prior to conversion and bears a 9% interest per annum. The note matures
on May 21, 2024.
|
X |
- References
+ Details
Name: |
us-gaap_SubsequentEventsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2
+ Details
Name: |
us-gaap_SubsequentEventsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Accounting Policies, by Policy (Policies)
|
9 Months Ended |
Sep. 30, 2023 |
Summary of Significant Policies [Abstract] |
|
Basis of Presentation and Principles of consolidation |
Basis
of Presentation and Principles of consolidation The
accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of ILUS
and all of its majority - owned or controlled subsidiaries are prepared in conformity with generally accepted accounting principles in
the United States of America (U.S. GAAP). All significant inter-company accounts and transactions
have been eliminated. Further, while preparing consolidated financial statements, all the U.S. GAAP principles of consolidation
have been followed and non-controlling interest have been recorded separately in the Consolidated Balance sheets. The
following companies are consolidated on the basis of Mergers & Acquisitions:
| 2. | Firebug
Mechanical Equipment LLC |
| 3. | Bull
Head products Inc. |
| 4. | Georgia
Fire & Rescue supply LLC |
| 5. | Bright
Concept and protection System LLC |
| 6. | Quality
Industrial Corp. |
| 7. | AL
Shola Al Modea Safety and Security LLC |
| 8. | Hyperion
Defense Solutions |
|
Use of estimates |
Use
of estimates A
critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves
a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company’s
financial condition or results of operations. The
Company’s Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the
United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make
estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its
estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information
and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form
the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources.
Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial
information that fairly depicts the results of operations for all periods presented. Significant
estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition
of Contract based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases
its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the
results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these estimates under different assumptions or conditions.
|
Fair value of financial instruments |
Fair
value of financial instruments The
carrying value of cash, accounts payable and accrued expenses, and debt approximate their fair values because of the short-term nature
of these instruments. Management believes the Company is not exposed to significant interest or credit risks arising from these financial
instruments. Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The
Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last
unobservable.
| ● | Level
1. Quoted prices in active markets for identical assets or liabilities. These are typically
obtained from real-time quotes for transactions in active exchange markets involving identical
assets. |
| ● | Level
2. Quoted prices for similar assets and liabilities in active markets; quoted prices included
for identical or similar assets and liabilities that are not active; and model-derived valuations
in which all significant inputs and significant value drivers are observable in active markets.
These are typically obtained from readily available pricing sources for comparable instruments. |
| ● | Level
3. Unobservable inputs, where there is little or no market activity for the asset or liability.
These inputs reflect the reporting entity’s own beliefs about the assumptions that
market participants would use in pricing the asset or liability, based on the best information
available in the circumstances. |
|
Revenue Recognition |
Revenue
Recognition The
Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers
(ASC 606). The
principal activity of the Company is to engage in general trading, manufacturing and fabrication or steel and steel products and mainly
manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and piping. Revenue from contracts with customers
is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which
the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal
in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.
|
Construction contracts |
Construction
contracts Construction
contract revenue and contract costs are recognized as revenue and expenses respectively by reference to the stage of completion of the
contract activity at the end of the reporting period when the outcome of a construction contract can be estimated reliably. The percentage
of completion method of accounting requires the reporting of revenues and expenses on a yearly basis, as determined by the percentage
of the contract that has been fulfilled. The stage of completion is measured by reference to the proportion of the costs incurred to
date. When
the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred
that are likely to be recoverable and contracts costs are recognized as expense in the period in which they are incurred. An expected
loss on the construction contract is recognized as an expense immediately when it is probable that total contract costs will exceed total
contract revenue. The
Company principally operates fixed price contracts. If the outcome of such a contract can be reliably measured, revenue associated with
the construction contract is recognized by reference to the stage of completion of the contract activity at year end (the percentage
of completion method). The
outcome of a construction contract can be estimated reliably when:
|
● |
the total contract revenue
can be measured reliably; |
|
● |
it is probable that the
economic benefits associated with the contract will flow to the entity; |
|
● |
the costs to complete the
contract and the stage of completion can be measured reliably; and |
|
● |
the contract costs attributable
to the contract can be clearly identified and measured reliably so that actual contract costs incurred can be compared with prior
estimates. When the outcome of a construction cannot be estimated reliably (principally during early stages of a contract), contract
revenue is recognized only to the extent of costs incurred that are expected to be recoverable. |
In
applying the percentage of completion method, revenue recognized corresponds to the total contract revenue (as defined below) multiplied
by the actual completion rate based on the proportion of total contract costs (as defined below) incurred to date over the total estimated
contract costs. Contract
revenue corresponds to the initial amount of revenue agreed in the contract and any variations in contract work, claims and incentive
payments to the extent that it is probable that they will result in revenue, and they are capable of being reliably measured. Contract
costs include costs that relate directly to the specific contract and costs that are attributable to contract activity in general and
can be allocated to the contract. The
Company’s contracts are typically negotiated for the construction of a single asset or a group of assets which are closely interrelated
or interdependent in terms of their design, technology, and function. In certain circumstances, the percentage of completion method is
applied to the separately identifiable components of a single contract or to a group of contracts together in order to reflect the substance
of a contract or a group of contracts.
|
Accounts Receivable |
Accounts
Receivable Accounts
receivables are recorded at face value less an allowance for credit losses. The allowance is an estimate based on historical collection
experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable.
Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking
information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before
recording the appropriate provision.
|
Allowance for Doubtful Accounts |
Allowance
for Doubtful Accounts An
allowance for doubtful accounts on accounts receivable is charged to operations in amounts sufficient to maintain the allowance for uncollectible
accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance
based on historical write off percentages and information collected from individual customers. Accounts receivables are charged off against
the allowances when collectability is determined to be permanently impaired.
|
Stock Based Compensation |
Stock
Based Compensation When
applicable, the Company will account for stock-based payments to employees in accordance with ASC 718, “Stock Compensation”
(“ASC 718”). Stock-based payments to employees include grants of stocks, grants of stock options and issuance of warrants
that are recognized in the consolidated statement of operations based on their fair values at the date of grant. In
accordance with ASC 718, the company will generally apply the same guidance to both employee and nonemployee share-based awards. However,
the company will also follow specific guidance for share-based awards to nonemployees related to the attribution of compensation cost
and the inputs to the option-pricing model for expected term. Nonemployee share-based payment equity awards are measured at the grant-date
fair value of the equity instruments, similar to employee share-based payment equity awards. The
Company calculate the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based
compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC
718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees,
and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeiture”
is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered
stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expenses for the period.
In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns.
The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis
over the period in which the Company expects to receive the benefit, which is generally the vesting period.
|
Earnings (Loss) per Share |
Earnings
(Loss) per Share The
Company reports earnings (loss) per share in accordance with ASC Topic 260-10, “Earnings per Share.” Basic earnings (loss)
per share is computed by dividing income (loss) available to shareholders by the weighted average number of shares available. Diluted
earnings (loss) per shares available. Diluted earnings (loss) per share is computed similar to basic earnings (loss) per share except
the denominator is increased to include the number of additional shares that would have been outstanding if the potential shares had
been issued and if the additional shares were dilutive.
|
Organization and Offering Cost |
Organization
and Offering Cost The
Company has a policy to expense organization and offering costs as incurred.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents For
purpose of the statements of cash flows, the Company considers cash and cash equivalents to include all stable, highly liquid investments
with maturities of three months or less.
|
Concentration of Credit Risk |
Concentration
of Credit Risk The
Company primarily transacts its business with one financial institution. The amount on deposit in that one institution may from time
to time exceed the federally insured limit.
|
Business segment |
Business
segment ASC
280, “Segment Reporting” requires use of the “management approach” model for segments reporting. The management
approach model is based on the way a company’s management organizes segments within the company for making operating decisions
and assessing performance. A Division overview presented in the Management Discussion and analysis filed with this form 10-Q.
|
Leases |
Leases The
Company accounts for leases with escalation clauses and rent holidays on a straight-line basis in accordance with Accounting Standards
Codification (ASC) 842, “Lease”. The deferred rent expenses liability associated with future lease commitments was reported
under the caption “Other long-term obligation” on our consolidated balance sheet. The Company has Lease arrangement for which
the liability has been recorded separately. Such Lease arrangements corresponds to the operating subsidiary QIND.
|
Lease liabilities |
Lease
liabilities At
the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made
over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease
payments also include, if any, the exercise price of a purchase option reasonably certain to be exercised by the Company and payments
of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The
variable lease payments that do not depend on an index or a rate are recognized as expense in the period on which the event or condition
that triggers the payment occurs. In
calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the
interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased
to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is
remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the
assessment to purchase the underlying asset. The
Company’s subsidiary, Quality International, has entered into commercial leases of land for offices, manufacturing yards and storage
facilities. These leases generally have a lease term of 25 years. The Company’s obligations under its leases are secured by the
lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company
also has leases with terms of 12 months or less and leases with low value. The
Company has a Lease arrangement for which the liability has been recorded separately. The Company determines whether an arrangement contains
a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based
on the present value of fixed and certain index-based lease payments at lease commencement. The
Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions
placed upon the Company by entering into these leases. The Company determines if an arrangement is or contains a lease at contract inception
and recognizes a ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease
commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which
the payment is made. The
Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot
determine the interest rate implicit in the lease because it does not have access to certain lessor specific information. Lease expense
is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected
not to separate payments for lease components from payments for non-lease components for all classes of leases. Additionally, the Company
has elected the short-term lease recognition exemption for all leases that qualify, which means ROU assets and lease liabilities will
not be recognized for leases with an initial term of twelve months or less. When
accounting for finance leases in accordance with ASC 842, entity recognizes interest on the lease liability and amortization of the ROU
asset in the income statement and classify payments of the principal portion of the lease liability as financing activities and payments
of interest on the lease liability as operating activities.
|
Short-term leases and leases of low-value assets |
Short-term
leases and leases of low-value assets The
Company accounts for leases with escalation clauses in accordance with Accounting Standards Codification (ASC) 842, “Lease”. The
Company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12
months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of office equipment that are considered to be low value. Low value asset consideration is those less than USD 5,000.
Lease payments on short-term leases and leases of low value assets are recognized as expense on a straight-line basis over the lease
term.
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements The
Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined
that a new accounting pronouncement affects the Company’s financial report, the Company undertakes a study to determine the consequences
of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials
properly reflect the change. The Company currently does not have any recent accounting pronouncement that they are studying, and feel
may be applicable.
|
Off-Balance Sheet Arrangements |
Off-Balance
Sheet Arrangements We
have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources
that are material to stockholders.
|
Rounding Off |
Rounding
Off Figures
are rounded off to the nearest $, except value of EPS and number of shares.
|
X |
- References
+ Details
Name: |
ilus_RoundingOffPolicyTextBlock |
Namespace Prefix: |
ilus_ |
Data Type: |
dtr:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of goodwill in a business combination.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 30 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479581/805-30-50-1
+ Details
Name: |
us-gaap_BusinessCombinationSegmentAllocationTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b),(f(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_CompensationRelatedCostsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for credit risk.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 825 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480981/942-825-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_ConcentrationRiskCreditRisk |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for construction contractors.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 910 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482332/910-20-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 910 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482546/910-10-50-2
+ Details
Name: |
us-gaap_ConstructionContractorsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-2
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 60 -Paragraph 1 -SubTopic 10 -Topic 820 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482053/820-10-60-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 825 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-1
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for leasing arrangement entered into by lessee.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-1
+ Details
Name: |
us-gaap_LesseeLeasesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescription of accounting policies and methodologies used to estimate the entity's liability for off-balance sheet credit exposures and related charges for those credit exposures.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-9
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-21
+ Details
Name: |
us-gaap_OffBalanceSheetCreditExposurePolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for receivable. Includes, but is not limited to, accounts receivable and financing receivable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-4
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 310 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-2
+ Details
Name: |
us-gaap_ReceivablesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the allowance for doubtful accounts for trade and other accounts receivable balances, and when impairments, charge-offs or recoveries are recognized.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-9
+ Details
Name: |
us-gaap_ReceivablesTradeAndOtherAccountsReceivableAllowanceForDoubtfulAccountsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (e) -SubTopic 10 -Topic 235 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
+ Details
Name: |
us-gaap_RevenueRecognitionPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of employee stock purchase plan activity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ScheduleOfShareBasedCompensationEmployeeStockPurchasePlanActivityTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy election of practical expedient not to separate lease component from nonlease component.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-9
+ Details
Name: |
us-gaap_SeparationOfLeaseAndNonleaseComponentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy election for short-term lease to recognize lease payments on straight-line basis over lease term and variable lease payments as incurred.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 25 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479365/842-20-25-2
+ Details
Name: |
us-gaap_ShortTermLeasesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-8
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Other Current Assets (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Other Current Assets [Abstract] |
|
Schedule of Other Current Assets |
Other
Current Assets | |
September
30,
2023 | | |
December
31,
2022 | |
Retention and
other Receivables | |
| 2,590,611 | | |
| 2,800,612 | |
Amount due from Related Parties | |
| 1,794,218 | | |
| 1,794,218 | |
Deposits | |
| 1,547,977 | | |
| 1,550,914 | |
Accrued Discount on Convertible
notes | |
| 79,089 | | |
| 100,000 | |
Advance to sub-Contractors | |
| 7,292,624 | | |
| 7,572,440 | |
Other misc Current Assets | |
| 541,320 | | |
| 194,937 | |
Prepaid assets | |
| 109,736 | | |
| 278,192 | |
loans advanced | |
| 647,456 | | |
| 578,367 | |
Directors Current Account | |
| 2,279,322 | | |
| 2,096,777 | |
Statutory dues Receivable | |
| 48,852 | | |
| 46,326 | |
Staff Advances | |
| 8,358 | | |
| 49,605 | |
Buy
back commitment | |
| 2,000,000 | | |
| 0 | |
Total | |
| 18,939,563 | | |
| 17,062,388 | |
|
X |
- References
+ Details
Name: |
us-gaap_OtherAssetsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the carrying amounts of other current assets.
+ References
+ Details
Name: |
us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Long Term Investments/Other Assets (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Long Term Investments/Other Assets [Abstract] |
|
Schedule of Long Term Investments/Other Assets |
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Investments: | |
| | |
| |
Investment
in FB Fire Technology Ltd. | |
| 3,172,175 | | |
| 3,172,175 | |
Investment
in TVC | |
| 20,500 | | |
| 20,500 | |
Capital
Advances | |
| 1,496,695 | | |
| 1,496,656 | |
Loan
to FB Fire Technologies Ltd | |
| 1,805,893 | | |
| 1,678,995 | |
Investment
in Dear Cashmere Holding Co. | |
| 12,000,000 | | |
| 12,000,000 | |
TOTAL | |
| 18,495,263 | | |
| 18,368,326 | |
|
X |
- References
+ Details
Name: |
us-gaap_InvestmentsAllOtherInvestmentsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of derivative and other financial assets that are subject to offsetting, including master netting arrangements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483466/210-20-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483466/210-20-50-3
+ Details
Name: |
us-gaap_OffsettingAssetsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Goodwill (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Goodwill [Abstract] |
|
Schedule of Goodwill and Intangible Assets |
As
of December 31, 2022, Goodwill and intangible assets amount to $60,310,468 as compared to total assets amounting to $ 251,417,462. Below
is a table displaying the goodwill arising from the Company’s acquisitions:
Quality International | |
| 56,387,027 | |
QIND | |
| 4,065,075 | |
Bullhead | |
| 8,810 | |
Georgia | |
| (772,095 | ) |
ILUS UK | |
| 315,063 | |
BCD | |
| 306,597 | |
Goodwill
Total | |
$ | 60,310,468 | |
|
X |
- References
+ Details
Name: |
us-gaap_GoodwillImpairedAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of goodwill and intangible assets, which may be broken down by segment or major class.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
+ Details
Name: |
us-gaap_ScheduleOfIntangibleAssetsAndGoodwillTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Tangible Assets (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Tangible Assets [Abstract] |
|
Schedule of Tangible Assets |
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Tangible Assets: | |
| | |
| |
Land
and Building | |
| 16,885,820 | | |
| 17,390,322 | |
Plant
and machinery | |
| 1,529,819 | | |
| 1,419,802 | |
Furniture,
Fixtures and Fittings | |
| 120,608 | | |
| 221,329 | |
Vehicles | |
| 53,977 | | |
| 70,326 | |
Computer
and computer Equipment | |
| 18,476 | | |
| 31,067 | |
Capital
WIP | |
| 1,867,509 | | |
| 1,884,569 | |
TOTAL | |
| 20,476,209 | | |
| 21,017,415 | |
|
Schedule of Estimated Useful Lives |
The
estimated useful lifespans are as follows:
Item | |
| Years | |
Buildings, related improvements
& land improvements | |
| 5-25 | |
Machinery & Equipment | |
| 3-15 | |
Computer hardware & software | |
| 3-10 | |
Furniture & Fixtures | |
| 3-15 | |
|
Schedule of Property Plant & Equipement Estimated Useful Lives |
Expenditure
that extends the useful lifespan of existing property, plant and equipment are capitalized and depreciated over the remaining useful
lifespan of the related asset, Expenditure for repairs and maintenance are expensed as incurred, when property, plant and equipment are
retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss
reflected in operations.
Property,
plant and equipment | |
Plant
& Machinery | | |
Leasehold
Improvements
& Building | | |
Furniture,
Fixtures &
Office
Equipment | | |
Vehicles | | |
Computer
and
Computer
Equipment | | |
Capital
work in
Progress | | |
Total | |
As
of December 31, 2021 | |
| 106,528 | | |
| 22,158 | | |
| 30,126 | | |
| 2,725 | | |
| 42,774 | | |
| 0 | | |
| 204,311 | |
Additions
during the year | |
| 0 | | |
| - | | |
| 34,833 | | |
| 67,601 | | |
| | | |
| | | |
| 102,434 | |
Additions
on account of acquisition of Subsidiary | |
| 25,427,300 | | |
| 27,086,143 | | |
| 5,741,179 | | |
| 1,668,183 | | |
| 0 | | |
| 1,884,569 | | |
| 61,807,374 | |
As
at December 31, 2022 | |
| 25,533,828 | | |
| 27,108,301 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 42,774 | | |
| 1,884,569 | | |
| 62,114,119 | |
Additions
during Jan- June 2023 | |
| 929,642 | | |
| 313 | | |
| | | |
| | | |
| (5,630 | ) | |
| (217,060 | ) | |
| 707,265 | |
June
30,2023 | |
| 26,463,470 | | |
| 27,108,614 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 37,144 | | |
| 1,667,509 | | |
| 62,821,384 | |
Additions
during July- Sept 2023 | |
| 598,696 | | |
| | | |
| | | |
| | | |
| | | |
| 200,000 | | |
| 798,696 | |
September30,2023 | |
| 27,062,166 | | |
| 27,108,614 | | |
| 5,806,138 | | |
| 1,738,509 | | |
| 37,144 | | |
| 1,867,509 | | |
| 63,620,080 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
|
Acc
dep as at December 31, 2021 | |
| 23,049,947 | | |
| 8,613,635 | | |
| 5,419,774 | | |
| 1,667,592 | | |
| - | | |
| | | |
| 38,750,948 | |
Charge
for the year | |
| 1,064,079 | | |
| 1,104,344 | | |
| 165,035 | | |
| 591 | | |
| 11,707 | | |
| | | |
| 2,345,756 | |
Acc
dep at December 31, 2022 | |
| 24,114,026 | | |
| 9,717,979 | | |
| 5,584,809 | | |
| 1,668,183 | | |
| 11,707 | | |
| 0 | | |
| 41,096,704 | |
Carrying
value as at December 31, 2022 | |
| 1,419,802 | | |
| 17,390,322 | | |
| 221,329 | | |
| 70,326 | | |
| 31,067 | | |
| 1,884,569 | | |
| 21,017,415 | |
Charge
for the period Jan to June 2023 | |
| 1,013,913 | | |
| 243,436 | | |
| 53,074 | | |
| 11,904 | | |
| 2,683 | | |
| - | | |
| 1,325,010 | |
Acc
dep as at June 30,2023 | |
| 25,127,939 | | |
| 9,961,415 | | |
| 5,637,883 | | |
| 1,680,087 | | |
| 14,390 | | |
| - | | |
| 42,421,714 | |
Carrying
value as at June 30,2023 | |
| 1,335,531 | | |
| 17,147,199 | | |
| 168,255 | | |
| 58,422 | | |
| 22,754 | | |
| 1,667,509 | | |
| 20,399,670 | |
Charge
for the period July- September 2023 | |
| 404,408 | | |
| 261,379 | | |
| 47,647 | | |
| 4,445 | | |
| 4,278 | | |
| | | |
| 722,157 | |
Acc
dep as of September 30,2023 | |
| 25,532,347 | | |
| 10,222,794 | | |
| 5,685,530 | | |
| 1,684,532 | | |
| 18,668 | | |
| - | | |
| 43,143,871 | |
Carrying value as at September 30,2023 | |
| 1,529,819 | | |
| 16,885,820 | | |
| 120,608 | | |
| 53,977 | | |
| 18,476 | | |
| 1,867,509 | | |
| 20,476,209 | |
|
X |
- DefinitionTabular disclosure of amortization expense of assets, excluding financial assets, that lack physical substance, having a limited useful life.
+ References
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of public utility physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation expense and method used, including composite depreciation, and accumulated depreciation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 980 -SubTopic 20 -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481834/980-20-45-1
+ Details
Name: |
us-gaap_ScheduleOfPublicUtilityPropertyPlantAndEquipmentTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
X |
- References
+ Details
Name: |
us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Current Liabilities (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Current Liabilities [Abstract] |
|
Schedule of Other Current Liabilities |
Other
Current Liabilities as mentioned in the below table includes short term liabilities. Short term bank borrowings relate to credit-lines
and bank borrowings by the company’s subsidiary QIND to meet asset financing and working capital requirements for orders that are
in production.
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Credit
Cards | |
| 6,663 | | |
| 6,895 | |
Payable
to subsidiaries | |
| 77,299,629 | | |
| 82,235,560 | |
Short
Term Bank Borrowings | |
| 19,055,041 | | |
| 18,220,315 | |
Tax
Payable | |
| 28,703 | | |
| 31,421 | |
Provision
for Expenses | |
| 28,000 | | |
| 1,303,229 | |
Accrued
Interest for Convertible Notes | |
| 117,525 | | |
| 31,855 | |
Other
short-term loan | |
| 395,000 | | |
| 101,141 | |
Payroll
Liability | |
| 377,292 | | |
| 119,987 | |
Misc.
liabilities | |
| 218,251 | | |
| 9,416 | |
Short
term Borrowings | |
| 5,033,333 | | |
| | |
TOTAL | |
| 102,559,457 | | |
| 102,059,819 | |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of other current liabilities.
+ References
+ Details
Name: |
us-gaap_OtherCurrentLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Non – Current Liabilities (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Non – Current Liabilities [Abstract] |
|
Schedule of Non – Current Liabilities |
Particulars | |
September
30,
2023 | | |
December
31,
2022 | |
Provision
for Convertible Notes | |
| 1,155,338 | | |
| 1,155,338 | |
Borrowings
from Financial Institutions | |
| 10,768,392 | | |
| 12,378,098 | |
Interest
On Convertible Notes | |
| 722,622 | | |
| 461,994 | |
Employees’
End of Service Benefits | |
| 2,075,676 | | |
| 1,953,853 | |
Defined
Benefit Obligation (Gratuity) | |
| 291,001 | | |
| 66,275 | |
TOTAL | |
| 15,013,029 | | |
| 16,015,558 | |
|
X |
- References
+ Details
Name: |
us-gaap_DisclosureTextBlockSupplementAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of other noncurrent liabilities.
+ References
+ Details
Name: |
us-gaap_OtherNoncurrentLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Common Stock and Preferred Stock (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Common Stock and Preferred Stock [Abstract] |
|
Schedule of Earnings Per Share |
Particulars | |
September 30, 2023 | | |
December 31, 2022 | |
Basic EPS | |
| | |
| |
Numerator | |
| | |
| |
Net income / (loss) | |
| 472,145 | | |
| 4,559,375 | |
Net Income attributable to common stockholders | |
$ | 472,145 | | |
$ | 4,559,375 | |
Denominator | |
| | | |
| | |
Weighted average shares outstanding | |
| 1,556,878,281 | | |
| 1,355,230,699 | |
Number of shares used for basic EPS computation | |
| 1,556,878,281 | | |
| 1,355,230,699 | |
Basic EPS | |
$ | 0.00 | | |
$ | 0.00 | |
Diluted EPS | |
| | | |
| | |
Numerator | |
| | | |
| | |
Net income / (loss) | |
| 472,145 | | |
| 4,559,375 | |
Net Income attributable to common stockholders | |
$ | 472,145 | | |
$ | 4,559,375 | |
Denominator | |
| | | |
| | |
Number of shares used for basic EPS computation | |
| | | |
| 1,355,230,699 | |
Conversion of Class A preferred stock to common stock | |
| 30,000,000 | | |
| 30,000,000 | |
Conversion of Class B preferred stock to common stock | |
| 65,589,041 | | |
| 65,589,041 | |
Conversion of Class D preferred stock to common stock | |
| 30,370,500,000 | | |
| 30,370,500,000 | |
Conversion of Class F preferred stock to common stock | |
| 166,825,000 | | |
| 158,602,740 | |
Number of shares used for diluted EPS computation | |
| 32,189,792,322 | | |
| 31,979,922,480 | |
Diluted EPS | |
$ | 0.00 | | |
$ | 0.00 | |
|
X |
- References
+ Details
Name: |
ilus_CommonStockAndPreferredStockAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Other Comprehensive Income (Tables)
|
9 Months Ended |
Sep. 30, 2023 |
Other Comprehensive Income [Abstract] |
|
Schedule of Comprehensive Income |
Statement of Comprehensive Income Statement | |
Q3 2023 | | |
Q3 2022 | |
Net Income | |
| 472,145 | | |
| 1,187,494 | |
Other comprehensive Income /(loss), net of tax | |
| 27,253 | | |
| | |
Foreign currency translation adjustments | |
| | | |
| | |
Comprehensive Income | |
| 444,892 | | |
| 1,187,494 | |
|
X |
- DefinitionThe entire disclosure for tabular information relating to Other Comprehensive Income (OCI) as is applicable to noncontrolling interests. This text block may also include OCI relative to the filing entity, the aforementioned noncontrolling interest OCI, as well as OCI on a consolidated basis.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 810 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//810/tableOfContent
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeNoncontrollingInterestTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfIncomeAndComprehensiveIncomeAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Organization, History and Nature of Business (Details) - shares
|
|
|
|
|
|
|
|
|
|
9 Months Ended |
Jan. 18, 2023 |
Dec. 13, 2022 |
May 28, 2022 |
Mar. 31, 2022 |
Jan. 01, 2022 |
Apr. 13, 2021 |
Jan. 26, 2021 |
Jun. 10, 2020 |
Apr. 01, 2016 |
Sep. 30, 2023 |
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Entity Incorporation, Date of Incorporation |
|
|
|
|
|
|
|
|
|
Apr. 27, 2010
|
Issuance of common stock shares (in Shares) |
|
|
|
|
|
|
|
|
360,000,000
|
|
Firebug Mechanical Equipment LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of share purchase agreement |
|
|
|
|
|
|
100.00%
|
|
|
|
Georgia Fire & Rescue Supply LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of share purchase agreement |
|
|
|
100.00%
|
|
|
|
|
|
|
Bright Concept Detection and Protection System LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of share purchase agreement |
|
|
|
|
|
100.00%
|
|
|
|
|
Bull Head Products Inc [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of share purchase agreement |
|
|
|
|
100.00%
|
|
|
|
|
|
Quality Industrial Corp [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of share purchase agreement |
|
|
77.00%
|
|
|
|
|
|
|
|
AL Shola Al Modea Safety and Security LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of share purchase agreement |
|
51.00%
|
|
|
|
|
|
|
|
|
Quality International Co Ltd [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Percentage of share purchase agreement |
52.00%
|
|
|
|
|
|
|
|
|
|
FB Fire Technologies Ltd [Member] | Class E Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares issued (in Shares) |
|
|
|
|
|
|
|
2,500,000
|
|
|
BrohF Holdings Ltd [Member] | Class E Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
Long Term Investments [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares issued (in Shares) |
|
|
|
|
|
|
|
672,175
|
|
|
X |
- DefinitionDate when an entity was incorporated
+ References
+ Details
Name: |
dei_EntityIncorporationDateOfIncorporation |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_LongTermPurchaseCommitmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-30) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued during the period as part of a transaction to acquire assets that do not qualify as a business combination.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesPurchaseOfAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe number of units or percentage investment held in the subsidiary by the limited liability company or limited partnership.
+ References
+ Details
Name: |
us-gaap_SubsidiaryOfLimitedLiabilityCompanyOrLimitedPartnershipOwnershipInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_FirebugMedicalEquipmentLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_GeorgiaFireAndRescueSupplyLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_BrightConceptDetectionAndProtectionSystemLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_BullheadfProductsIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_QualityIndustrialCorpMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_ALSholaAlModeaSafetyAndSecurityLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_QualityInternationalCoLtdMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesEPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
X |
- References
+ Details
Name: |
ilus_SummaryofSignificantPoliciesDetailsLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA description of the terms of the lease(s) related to the assets being leased-back in connection with the transaction involving the sale of property to another party and the lease of the property back to the seller.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/otherTransitionRef -Topic 840 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481295/840-40-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -SubTopic 40 -Topic 842 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479741/842-40-50-2
+ Details
Name: |
us-gaap_SaleLeasebackTransactionLeaseTerms |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow for short-term lease payment excluded from lease liability.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-5
+ Details
Name: |
us-gaap_ShortTermLeasePayments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.3
X |
- References
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.23.3
X |
- DefinitionAmount, after allowance, receivable from customers, clients, or other third-parties, and receivables classified as other due within one year or the normal operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_AccountsAndOtherReceivablesNetCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_ReceivablesHeldForSaleAmountAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.23.3
Other Current Assets (Details) - USD ($)
|
Sep. 30, 2023 |
Sep. 15, 2023 |
Sep. 30, 2022 |
Quality Indutrial Corp. [Member] |
|
|
|
Other Current Assets [Line Items] |
|
|
|
Related party advances amounts |
$ 397,390
|
|
$ 30,000
|
Borrowed agreement amount |
1,000,000
|
|
|
Cash advances on an unsecured basis |
$ 100,000
|
|
|
Cash advance until payment interest rate |
1.00%
|
|
|
Gerab National Enterprises LLC [Member] |
|
|
|
Other Current Assets [Line Items] |
|
|
|
Related party advances amounts |
$ 1,794,218
|
|
$ 4,990,679
|
Nicolas Link [Member] |
|
|
|
Other Current Assets [Line Items] |
|
|
|
Common stock shares issued (in Shares) |
|
2,000,000
|
|
Fair market value per share (in Dollars per share) |
|
$ 0.27
|
|
John-Paul Backwell [Member] |
|
|
|
Other Current Assets [Line Items] |
|
|
|
Common stock shares issued (in Shares) |
|
2,000,000
|
|
Fair market value per share (in Dollars per share) |
|
$ 0.27
|
|
Carsten Kjems Falk [Member] |
|
|
|
Other Current Assets [Line Items] |
|
|
|
Common stock shares issued (in Shares) |
|
1,250,000
|
|
Fair market value per share (in Dollars per share) |
|
$ 0.27
|
|
QIND [Member] |
|
|
|
Other Current Assets [Line Items] |
|
|
|
Common stock shares issued (in Shares) |
|
350,000
|
|
Louise Bennett [Member] |
|
|
|
Other Current Assets [Line Items] |
|
|
|
Common stock shares issued (in Shares) |
|
350,000
|
|
Fair market value per share (in Dollars per share) |
|
$ 0.27
|
|
X |
- DefinitionFair market value per share.
+ References
+ Details
Name: |
ilus_FairMarketValuePerShare |
Namespace Prefix: |
ilus_ |
Data Type: |
dtr:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount, after the effects of master netting arrangements, of derivative assets, securities purchased under agreements to resell and securities borrowed. Includes assets not subject to a master netting arrangement and not elected to be offset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483444/210-20-55-22
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483444/210-20-55-20
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483466/210-20-50-3
+ Details
Name: |
us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowed |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of obligation to return cash collateral under master netting arrangements that have not been offset against derivative assets, securities purchased under agreements to resell and securities borrowed.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 55 -Paragraph 13 -SubTopic 20 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483444/210-20-55-13
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483444/210-20-55-22
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483444/210-20-55-20
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483444/210-20-55-21
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483466/210-20-50-3
+ Details
Name: |
us-gaap_DerivativeAssetSecuritiesPurchasedUnderAgreementsToResellSecuritiesBorrowedCollateralObligationToReturnCash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionRate of interest paid in cash on investment.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
+ Details
Name: |
us-gaap_InvestmentInterestRatePaidInCash |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_OtherCommitmentsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
v3.23.3
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] |
|
|
Retention and other Receivables |
$ 2,590,611
|
$ 2,800,612
|
Amount due from Related Parties |
1,794,218
|
1,794,218
|
Deposits |
1,547,977
|
1,550,914
|
Accrued Discount on Convertible notes |
79,089
|
100,000
|
Advance to sub Contractors |
7,292,624
|
7,572,440
|
Other misc Current Assets |
541,320
|
194,937
|
Prepaid assets |
109,736
|
278,192
|
loans advanced |
647,456
|
578,367
|
Directors Current Account |
2,279,322
|
2,096,777
|
Statutory dues Receivable |
48,852
|
46,326
|
Staff Advances |
8,358
|
49,605
|
Buy back commitment |
2,000,000
|
0
|
Total |
$ 18,939,563
|
$ 17,062,388
|
X |
- References
+ Details
Name: |
ilus_DirectorsCurrentAccount |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
ilus_ScheduleOfOtherCurrentAssetsAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_StaffAdvancesCurrent |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionFor an unclassified balance sheet, the amount of fees and other revenue, excluding investment income receivable, earned but not yet received, which were recognized in conformity with revenue recognition criteria based on estimates or specific contractual terms.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(3)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccruedFeesAndOtherRevenueReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of debt discount to be amortized within one year or within the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
+ Details
Name: |
us-gaap_DebtInstrumentUnamortizedDiscountCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying amount of the asset transferred to a third party to serve as a deposit, which typically serves as security against failure by the transferor to perform under terms of an agreement.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DepositAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred interest and fee income, unamortized costs incurred to originate loans and leases, unamortized loan commitments and loan syndication fees, and premiums over or discounts from face amounts of acquired loans. Excludes amounts for loans and leases covered under loss sharing agreements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 310 -SubTopic 20 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481569/310-20-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 840 -SubTopic 30 -Section 50 -Paragraph 4 -Subparagraph (a)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481161/840-30-50-4
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481962/310-10-50-4
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.7) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_LoansAndLeasesReceivableDeferredIncome |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of current assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of other miscellaneous assets expected to be realized or consumed within one year or operating cycle, if longer.
+ References
+ Details
Name: |
us-gaap_OtherAssetsMiscellaneousCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits in future periods, and amount of other assets that are expected to be realized or consumed within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PrepaidExpenseAndOtherAssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount due from customers for fees and charges arising from transactions related to the entity's brokerage activities and operations.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 940 -SubTopic 310 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//940-310/tableOfContent
+ Details
Name: |
us-gaap_ReceivablesFromCustomers |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe amount of assets, typically cash, provided to suppliers of goods in advance of receipt and acceptance, or services (such as research facilities, lawyers or consultants), which is held by such parties until the entity either effects full payment (including applying the retainer) or obtains release from liability.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainageDeposit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.23.3
Long Term Investments/Other Assets (Details) - USD ($)
|
|
9 Months Ended |
May 21, 2021 |
Sep. 30, 2023 |
Long Term Investments [Line Items] |
|
|
Stock received for services rendered |
10,000,000
|
|
Price per share |
|
$ 1
|
Stock issued during period, value acquisitions |
|
$ 1,496,656
|
Series E Preferred Stock [Member] |
|
|
Long Term Investments [Line Items] |
|
|
Stock issued during period, shares acquisitions |
3,172,175
|
3,172,175
|
Price per share |
$ 1
|
|
Stock issued during period, value acquisitions |
$ 3,172,175
|
|
FB Fire Technologies Ltd [Member] |
|
|
Long Term Investments [Line Items] |
|
|
Stock issued during period, value acquisitions |
|
$ 3,172,175
|
X |
- References
+ Details
Name: |
ilus_StockReceivedForServicesRendered |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_LongTermPurchaseCommitmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe price per share at which the preferred stock of an entity that has priority over common stock in the distribution of dividends and in the event of liquidation of the entity is redeemed or may be called at. The redemption features of this preferred stock are solely within the control of the issuer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-5
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-11
+ Details
Name: |
us-gaap_PreferredStockRedemptionPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued during the period pursuant to acquisitions.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued pursuant to acquisitions during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueAcquisitions |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesEPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Long Term Investments/Other Assets (Details) - Schedule of Long Term Investments/Other Assets - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Investments: |
|
|
Long-Term Investments |
$ 18,495,263
|
$ 18,368,326
|
Investment in FB Fire Technology Ltd [Member] |
|
|
Investments: |
|
|
Long-Term Investments |
3,172,175
|
3,172,175
|
Investment in TVC [Member] |
|
|
Investments: |
|
|
Long-Term Investments |
20,500
|
20,500
|
Capital Advances [Member] |
|
|
Investments: |
|
|
Long-Term Investments |
1,496,695
|
1,496,656
|
Loan to FB Fire Technologies Ltd [Member] |
|
|
Investments: |
|
|
Long-Term Investments |
1,805,893
|
1,678,995
|
Investment in Dear Cashmere Holding Co. [Member] |
|
|
Investments: |
|
|
Long-Term Investments |
$ 12,000,000
|
$ 12,000,000
|
X |
- References
+ Details
Name: |
us-gaap_InvestmentsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LongTermInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_InvestmentIssuerNameAxis=ilus_InvestmentInFBFireTechnologyLtdMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_InvestmentIssuerNameAxis=ilus_InvestmentInTVCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_InvestmentIssuerNameAxis=ilus_CapitalAdvancesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_InvestmentIssuerNameAxis=ilus_LoanToFBFireTechnologiesLtdMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_InvestmentIssuerNameAxis=ilus_InvestmentInDearCashmereHoldingCoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Goodwill (Details) - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Goodwill [Line Items] |
|
|
Goodwill and intangible assets |
$ 60,944,584
|
$ 60,310,468
|
Total assets |
|
251,417,462
|
Goodwill [Member] |
|
|
Goodwill [Line Items] |
|
|
Goodwill and intangible assets |
|
$ 60,310,468
|
X |
- DefinitionAmount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482598/350-20-45-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Goodwill |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482548/350-20-55-24
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 350 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482573/350-20-50-2
+ Details
Name: |
us-gaap_GoodwillLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of assets classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(10)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_OtherAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_FairValueByAssetClassAxis=us-gaap_GoodwillMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Goodwill (Details) - Schedule of Goodwill and Intangible Assets
|
Dec. 31, 2022
USD ($)
|
Schedule of Goodwill and Intangible Assets [Abstract] |
|
Goodwill and intangible assets |
$ 60,310,468
|
Quality International [Member] |
|
Schedule of Goodwill and Intangible Assets [Abstract] |
|
Goodwill and intangible assets |
56,387,027
|
QIND [Member] |
|
Schedule of Goodwill and Intangible Assets [Abstract] |
|
Goodwill and intangible assets |
4,065,075
|
Bullhead [Member] |
|
Schedule of Goodwill and Intangible Assets [Abstract] |
|
Goodwill and intangible assets |
8,810
|
Georgia [Member] |
|
Schedule of Goodwill and Intangible Assets [Abstract] |
|
Goodwill and intangible assets |
(772,095)
|
ILUS UK [Member] |
|
Schedule of Goodwill and Intangible Assets [Abstract] |
|
Goodwill and intangible assets |
315,063
|
BCD [Member] |
|
Schedule of Goodwill and Intangible Assets [Abstract] |
|
Goodwill and intangible assets |
$ 306,597
|
X |
- References
+ Details
Name: |
ilus_GoodwillDetailsScheduleofGoodwillandIntangibleAssetsLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from intangible assets including goodwill.
+ References
+ Details
Name: |
us-gaap_DeferredTaxAssetsGoodwillAndIntangibleAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=ilus_QualityInternationalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=ilus_QINDMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=ilus_BullheadMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=stpr_GA |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=ilus_ILUSUKMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementGeographicalAxis=ilus_BCDMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Tangible Assets (Details) - Schedule of Tangible Assets - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Tangible Assets: |
|
|
Tangible Assets, Total |
$ 20,476,209
|
$ 21,017,415
|
Furniture, Fixtures and Fittings [Member] |
|
|
Tangible Assets: |
|
|
Tangible Assets, Total |
120,608
|
221,329
|
Land and Building [Member] |
|
|
Tangible Assets: |
|
|
Tangible Assets, Total |
16,885,820
|
17,390,322
|
Plant and machinery [Member] |
|
|
Tangible Assets: |
|
|
Tangible Assets, Total |
1,529,819
|
1,419,802
|
Vehicles [Member] |
|
|
Tangible Assets: |
|
|
Tangible Assets, Total |
53,977
|
70,326
|
Computer and computer Equipment [Member] |
|
|
Tangible Assets: |
|
|
Tangible Assets, Total |
18,476
|
31,067
|
Capital WIP [Member] |
|
|
Tangible Assets: |
|
|
Tangible Assets, Total |
$ 1,867,509
|
$ 1,884,569
|
X |
- References
+ Details
Name: |
ilus_TangibleAssetsAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after depreciation of long-lived, physical assets used to produce goods and services and not intended for resale, classified as other.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOtherNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_IndefiniteLivedIntangibleAssetsByMajorClassAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_LandAndBuildingMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_PropertyPlantAndEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_VehiclesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_ComputerEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=ilus_CapitalWIPMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Tangible Assets (Details) - Schedule of Estimated Useful Lives
|
Sep. 30, 2023 |
Buildings, related improvements & land improvements [Member] | Minimum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
5 years
|
Buildings, related improvements & land improvements [Member] | Maximum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
25 years
|
Machinery & Equipment [Member] | Minimum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
3 years
|
Machinery & Equipment [Member] | Maximum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
15 years
|
Computer hardware & software [Member] | Minimum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
3 years
|
Computer hardware & software [Member] | Maximum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
10 years
|
Furniture & Fixtures [Member] | Minimum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
3 years
|
Furniture & Fixtures [Member] | Maximum [Member] |
|
Schedule of Estimated Useful Lives [Abstract] |
|
Property, Plant and Equipment, Useful Life |
15 years
|
X |
- References
+ Details
Name: |
ilus_TangibleAssetsDetailsScheduleofEstimatedUsefulLivesLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionUseful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.
+ References
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentUsefulLife |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_BuildingAndBuildingImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_MachineryAndEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_ComputerEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Tangible Assets (Details) - Schedule of Property Plant & Equipement Estimated Useful Lives - USD ($)
|
3 Months Ended |
6 Months Ended |
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Jun. 30, 2023 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Schedule of Property Plant & Equipement Estimated Useful Lives [Line Items] |
|
|
|
|
Property, Plant and Equipment Cost, Beginning |
$ 62,821,384
|
$ 62,114,119
|
$ 62,114,119
|
$ 204,311
|
Aditions during the year |
798,696
|
707,265
|
|
102,434
|
Additions on account of acquision of Subdidiary |
|
|
|
61,807,374
|
Property, Plant and Equipment Cost, Ending |
63,620,080
|
62,821,384
|
63,620,080
|
62,114,119
|
Accumulated Depreciation subsidiary, Beginning |
42,421,714
|
41,096,704
|
41,096,704
|
38,750,948
|
Charge for the year |
722,157
|
1,325,010
|
|
2,345,756
|
Accumulated Depreciation subsidiary, Ending |
43,143,871
|
42,421,714
|
43,143,871
|
41,096,704
|
Accumulated Depreciation subsidiary, Carrying value |
|
20,399,670
|
20,476,209
|
21,017,415
|
Plant & Machinery [Member] |
|
|
|
|
Schedule of Property Plant & Equipement Estimated Useful Lives [Line Items] |
|
|
|
|
Property, Plant and Equipment Cost, Beginning |
26,463,470
|
25,533,828
|
25,533,828
|
106,528
|
Aditions during the year |
598,696
|
929,642
|
|
0
|
Additions on account of acquision of Subdidiary |
|
|
|
25,427,300
|
Property, Plant and Equipment Cost, Ending |
27,062,166
|
26,463,470
|
27,062,166
|
25,533,828
|
Accumulated Depreciation subsidiary, Beginning |
25,127,939
|
24,114,026
|
24,114,026
|
23,049,947
|
Charge for the year |
404,408
|
1,013,913
|
|
1,064,079
|
Accumulated Depreciation subsidiary, Ending |
25,532,347
|
25,127,939
|
25,532,347
|
24,114,026
|
Accumulated Depreciation subsidiary, Carrying value |
|
1,335,531
|
1,529,819
|
1,419,802
|
Leasehold Improvements & Building [Member] |
|
|
|
|
Schedule of Property Plant & Equipement Estimated Useful Lives [Line Items] |
|
|
|
|
Property, Plant and Equipment Cost, Beginning |
27,108,614
|
27,108,301
|
27,108,301
|
22,158
|
Aditions during the year |
|
313
|
|
|
Additions on account of acquision of Subdidiary |
|
|
|
27,086,143
|
Property, Plant and Equipment Cost, Ending |
27,108,614
|
27,108,614
|
27,108,614
|
27,108,301
|
Accumulated Depreciation subsidiary, Beginning |
9,961,415
|
9,717,979
|
9,717,979
|
8,613,635
|
Charge for the year |
261,379
|
243,436
|
|
1,104,344
|
Accumulated Depreciation subsidiary, Ending |
10,222,794
|
9,961,415
|
10,222,794
|
9,717,979
|
Accumulated Depreciation subsidiary, Carrying value |
|
17,147,199
|
16,885,820
|
17,390,322
|
Furniture, Fixtures & Office Equipment [Member] |
|
|
|
|
Schedule of Property Plant & Equipement Estimated Useful Lives [Line Items] |
|
|
|
|
Property, Plant and Equipment Cost, Beginning |
5,806,138
|
5,806,138
|
5,806,138
|
30,126
|
Aditions during the year |
|
|
|
34,833
|
Additions on account of acquision of Subdidiary |
|
|
|
5,741,179
|
Property, Plant and Equipment Cost, Ending |
5,806,138
|
5,806,138
|
5,806,138
|
5,806,138
|
Accumulated Depreciation subsidiary, Beginning |
5,637,883
|
5,584,809
|
5,584,809
|
5,419,774
|
Charge for the year |
47,647
|
53,074
|
|
165,035
|
Accumulated Depreciation subsidiary, Ending |
5,685,530
|
5,637,883
|
5,685,530
|
5,584,809
|
Accumulated Depreciation subsidiary, Carrying value |
|
168,255
|
120,608
|
221,329
|
Vehicles [Member] |
|
|
|
|
Schedule of Property Plant & Equipement Estimated Useful Lives [Line Items] |
|
|
|
|
Property, Plant and Equipment Cost, Beginning |
1,738,509
|
1,738,509
|
1,738,509
|
2,725
|
Aditions during the year |
|
|
|
67,601
|
Additions on account of acquision of Subdidiary |
|
|
|
1,668,183
|
Property, Plant and Equipment Cost, Ending |
1,738,509
|
1,738,509
|
1,738,509
|
1,738,509
|
Accumulated Depreciation subsidiary, Beginning |
1,680,087
|
1,668,183
|
1,668,183
|
1,667,592
|
Charge for the year |
4,445
|
11,904
|
|
591
|
Accumulated Depreciation subsidiary, Ending |
1,684,532
|
1,680,087
|
1,684,532
|
1,668,183
|
Accumulated Depreciation subsidiary, Carrying value |
|
58,422
|
53,977
|
70,326
|
Computer and Computer Equipments [Member] |
|
|
|
|
Schedule of Property Plant & Equipement Estimated Useful Lives [Line Items] |
|
|
|
|
Property, Plant and Equipment Cost, Beginning |
37,144
|
42,774
|
42,774
|
42,774
|
Aditions during the year |
|
(5,630)
|
|
|
Additions on account of acquision of Subdidiary |
|
|
|
0
|
Property, Plant and Equipment Cost, Ending |
37,144
|
37,144
|
37,144
|
42,774
|
Accumulated Depreciation subsidiary, Beginning |
14,390
|
11,707
|
11,707
|
|
Charge for the year |
4,278
|
2,683
|
|
11,707
|
Accumulated Depreciation subsidiary, Ending |
18,668
|
14,390
|
18,668
|
11,707
|
Accumulated Depreciation subsidiary, Carrying value |
|
22,754
|
18,476
|
31,067
|
Capital work in Progress [Member] |
|
|
|
|
Schedule of Property Plant & Equipement Estimated Useful Lives [Line Items] |
|
|
|
|
Property, Plant and Equipment Cost, Beginning |
1,667,509
|
1,884,569
|
1,884,569
|
0
|
Aditions during the year |
200,000
|
(217,060)
|
|
|
Additions on account of acquision of Subdidiary |
|
|
|
1,884,569
|
Property, Plant and Equipment Cost, Ending |
1,867,509
|
1,667,509
|
1,867,509
|
1,884,569
|
Accumulated Depreciation subsidiary, Beginning |
|
0
|
0
|
|
Charge for the year |
|
|
|
|
Accumulated Depreciation subsidiary, Ending |
|
|
|
0
|
Accumulated Depreciation subsidiary, Carrying value |
|
$ 1,667,509
|
$ 1,867,509
|
$ 1,884,569
|
X |
- DefinitionAccumulated Depreciation subsidiary, Carrying value.
+ References
+ Details
Name: |
ilus_AccumulatedDepreciationSubsidiaryCarryingValue |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionRepresents the amount of additions on account of acquisition of subsidiary.
+ References
+ Details
Name: |
ilus_AdditionsOnAccountOfAcquisitionOfSubsidiary |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAditions during the year.
+ References
+ Details
Name: |
ilus_PropertyPlantAndEquipmentAddition |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_PropertyPlantAndEquipmentChargeForTheYears |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of accumulated depreciation from long-lived, depreciable flight asset owned. Excludes right-of-use asset from finance lease for flight asset.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOwnedAccumulatedDepreciation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount, before accumulated depreciation, of long-lived, depreciable flight asset owned. Excludes right-of-use asset from finance lease for flight asset.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
+ Details
Name: |
us-gaap_PropertyPlantAndEquipmentOwnedGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_PublicUtilityPropertyPlantAndEquipmentLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_MachineryAndEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_LeaseholdImprovementsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_FurnitureAndFixturesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_VehiclesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_ComputerEquipmentMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_PropertyPlantAndEquipmentByTypeAxis=us-gaap_InventoriesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Schedule of Intangible Assets [Abstract] |
|
|
Finite-Lived Intangible Assets, Gross |
$ 6,352
|
$ 623,591
|
Intellectual Rights [Member] |
|
|
Schedule of Intangible Assets [Abstract] |
|
|
Finite-Lived Intangible Assets, Gross |
|
617,239
|
Website [Member] |
|
|
Schedule of Intangible Assets [Abstract] |
|
|
Finite-Lived Intangible Assets, Gross |
6,112
|
6,112
|
Trademarks [Member] |
|
|
Schedule of Intangible Assets [Abstract] |
|
|
Finite-Lived Intangible Assets, Gross |
$ 240
|
$ 240
|
X |
- DefinitionAmount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 928 -SubTopic 340 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483147/928-340-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 350 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482665/350-30-50-2
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 926 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483154/926-20-50-5
+ Details
Name: |
us-gaap_FiniteLivedIntangibleAssetsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_FairValueByAssetClassAxis=us-gaap_IntellectualPropertyMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FairValueByAssetClassAxis=us-gaap_InternetDomainNamesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_FairValueByAssetClassAxis=us-gaap_TrademarksMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 326 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479319/326-20-50-14
+ Details
Name: |
us-gaap_AccountsReceivableNoncurrentPastDueLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCarrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayableCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying value as of the balance sheet date of loans payable (with maturities initially due after one year or beyond the operating cycle if longer).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_LoansPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying amount as of the balance sheet date for the aggregate of other miscellaneous borrowings owed by the reporting entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.13,16) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_OtherBorrowings |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.3
Current Liabilities (Details) - Schedule of Other Current Liabilities - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Schedule of Other Current Liabilities [Abstract] |
|
|
Credit Cards |
$ 6,663
|
$ 6,895
|
Payable to subsidiaries |
77,299,629
|
82,235,560
|
Short Term Bank Borrowings |
19,055,041
|
18,220,315
|
Tax Payable |
28,703
|
31,421
|
Provision for Expenses |
28,000
|
1,303,229
|
Accrued Interest for Convertible Notes |
117,525
|
31,855
|
Other short-term loan |
395,000
|
101,141
|
Payroll Liability |
377,292
|
119,987
|
Misc. liabilities |
218,251
|
9,416
|
Short term Borrowings |
5,033,333
|
|
TOTAL |
$ 102,559,457
|
$ 102,059,819
|
X |
- References
+ Details
Name: |
ilus_ScheduleOfOtherCurrentLiabilitiesAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expenses incurred but not yet paid nor invoiced, and liabilities classified as other.
+ References
+ Details
Name: |
us-gaap_AccruedLiabilitiesAndOtherLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying amount as of the balance sheet date of interest earned but not received. Also called accrued interest or accrued interest receivable.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 310 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480833/946-310-45-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(3)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_InterestReceivable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of borrowings classified as other, maturing within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(13)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherShortTermBorrowings |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of borrowings from a bank classified as other, maturing within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(13)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ShortTermBankLoansAndNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionReflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(13)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(19)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ShortTermBorrowings |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of borrowings from a creditor other than a bank with a maturity within one year or operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(13)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(13)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ShortTermNonBankLoansAndNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionCarrying value as of the balance sheet date of obligations incurred and payable for statutory income, sales, use, payroll, excise, real, property and other taxes.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(15)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(15)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_TaxesPayableCurrentAndNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.3
Non – Current Liabilities (Details) - USD ($)
|
|
|
|
6 Months Ended |
Jan. 26, 2023 |
Dec. 02, 2022 |
Feb. 04, 2022 |
Jun. 30, 2023 |
Non – Current Liabilities [Line Items] |
|
|
|
|
Warrant shares |
650,000
|
30,000,000
|
20,000,000
|
|
Discover Growth Fund, LLC [Member] |
|
|
|
|
Non – Current Liabilities [Line Items] |
|
|
|
|
Purchase warrant (in Dollars) |
|
|
$ 2,000,000
|
|
Exercise price per share (in Dollars per share) |
|
|
$ 0.275
|
|
AJB Capital Investment LLC [Member] |
|
|
|
|
Non – Current Liabilities [Line Items] |
|
|
|
|
Purchase warrant (in Dollars) |
|
$ 1,200,000
|
|
|
Jefferson Street Capital [Member] |
|
|
|
|
Non – Current Liabilities [Line Items] |
|
|
|
|
Purchase warrant (in Dollars) |
$ 100,000
|
|
|
|
Exchange Listing [Member] |
|
|
|
|
Non – Current Liabilities [Line Items] |
|
|
|
|
Warrant shares |
|
|
|
200,000
|
X |
- References
+ Details
Name: |
ilus_NonCurrentLiabilitiesDetailsLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_WarrantSharesIssued |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_DiscoverGrowthFundMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_AJBCapitalInvestmentsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_JeffersonStreetCapitalThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_ExchangeListingMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Non – Current Liabilities (Details) - Schedule of Non – Current Liabilities - USD ($)
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Schedule of Non Current Liabilities [Abstract] |
|
|
Provision for Convertible Notes |
$ 1,155,338
|
$ 1,155,338
|
Borrowings from Financial Institutions |
10,768,392
|
12,378,098
|
Interest On Convertible Notes |
722,622
|
461,994
|
Employees’ End of Service Benefits |
2,075,676
|
1,953,853
|
Defined Benefit Obligation (Gratuity) |
291,001
|
66,275
|
TOTAL |
$ 15,013,029
|
$ 16,015,558
|
X |
- References
+ Details
Name: |
ilus_ScheduleOfNonCurrentLiabilitiesAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount excluding accrued interest, of investment in debt security measured at fair value with change in fair value recognized in other comprehensive income (available-for-sale), classified as noncurrent.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 326 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479130/326-30-45-1
+ Details
Name: |
us-gaap_DebtSecuritiesAvailableForSaleExcludingAccruedInterestNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of actuarial present value of benefits attributed to service rendered by employee for defined benefit plan.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 715 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480506/715-20-50-1
+ Details
Name: |
us-gaap_DefinedBenefitPlanBenefitObligation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregated carrying amounts of obligations as of the balance sheet date, excluding long-term debt, incurred as part of the normal operations that are expected to be paid after one year or beyond the normal operating cycle, if longer. Alternate captions include Total Deferred Credits and Other Liabilities.
+ References
+ Details
Name: |
us-gaap_LiabilitiesOtherThanLongtermDebtNoncurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe carrying value as of the balance sheet date of the noncurrent portion of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 45 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481573/470-10-45-13
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 10 -Section 45 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481573/470-10-45-14
+ Details
Name: |
us-gaap_LongTermLineOfCredit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionBonds or similar securities issued by state, city, or local governments or the agencies operated by state, city, or local governments which are short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Generally, only investments with original maturities of three months or less qualify under that definition. Original maturity means original maturity to the entity holding the investment. For example, both a three-month US Treasury bill and a three-year Treasury note purchased three months from maturity qualify as cash equivalents. However, a Treasury note purchased three-years ago does not become a cash equivalent when its remaining maturity is three months.
+ References
+ Details
Name: |
us-gaap_MunicipalDebtSecuritiesAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionLiability for amount due employees, in addition to wages and any other money that employers owe employees, when their employment ends through a layoff or other termination. For example, a company may provide involuntarily terminated employees with a lump sum payment equal to one week's salary for every year of employment.
+ References
+ Details
Name: |
us-gaap_SupplementalUnemploymentBenefitsSeveranceBenefits |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.23.3
Common Stock and Preferred Stock (Details) - USD ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 Months Ended |
9 Months Ended |
|
|
|
|
|
|
Sep. 28, 2023 |
Sep. 21, 2023 |
Sep. 18, 2023 |
Sep. 11, 2023 |
Sep. 09, 2023 |
Sep. 06, 2023 |
Aug. 04, 2023 |
Jul. 14, 2023 |
Jun. 01, 2023 |
May 12, 2023 |
Apr. 12, 2023 |
Mar. 21, 2023 |
Mar. 17, 2023 |
Feb. 18, 2023 |
Jun. 30, 2023 |
Mar. 31, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Dec. 31, 2022 |
Aug. 26, 2021 |
Jul. 20, 2021 |
May 28, 2020 |
Feb. 14, 2020 |
Aug. 01, 2019 |
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,000,000,000
|
2,000,000,000
|
10,000,000
|
|
|
|
2,000,000,000
|
Common stock, par or stated value per share (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
$ 0.001
|
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
235,741,000
|
235,741,000
|
|
|
|
|
30,000,000
|
Preferred share par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
$ 0.001
|
|
|
|
|
$ 0.001
|
Common stock, shares, outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,444,380,699
|
|
|
1,556,878,281
|
1,355,230,699
|
|
|
|
|
|
Common stock issued |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,556,878,281
|
1,355,230,699
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 100
|
$ 2,240
|
$ 2
|
|
|
|
|
|
|
|
Series A Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000
|
10,000,000
|
|
|
|
|
|
Preferred stock, conversion basis, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convert at 3 common shares for every 1 preferred class A share and voting rights of 500 common
shares for every 1 preferred class A share
|
|
|
|
|
|
|
Series B Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000
|
|
100,000,000
|
|
|
|
|
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000,000
|
100,000,000
|
|
|
|
|
|
Preferred share par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
|
|
|
Preferred stock, conversion basis, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convert at 3 common shares for every 1 preferred class B common share
|
|
|
|
|
|
|
Series C Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000
|
10,000,000
|
|
|
|
|
|
Preferred stock, conversion basis, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convert at 2 common shares for every 1 preferred class C common share with voting rights of
100 common shares for every 1 preferred class C share
|
|
|
|
|
|
|
Series D Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,741,000
|
|
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60,741,000
|
60,741,000
|
|
|
|
|
|
Preferred share par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
Preferred stock, conversion basis, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convert at 500 common shares
for every 1 preferred class D common share with voting rights of 500 common shares for every 1 preferred class D share
|
|
|
|
|
|
|
Series E Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000,000
|
|
|
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000,000
|
5,000,000
|
|
|
|
|
|
Preferred share par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
|
Dividend payment restrictions schedule, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
are 6% a year commencing a year after issuance. Dividends to be paid annually. Redeemable at $1.00 per share, 2.25% must be redeemed
per quarter, commencing one year after issuance, and shall be redeemed at 130% premium to the redemption value.
|
|
|
|
|
|
|
Preferred stock, voting rights |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The shares do not have
voting rights
|
|
|
|
|
|
|
Series F Preferred Stock [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, shares authorized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000,000
|
|
|
|
Preferred shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000,000
|
50,000,000
|
|
|
|
|
|
Preferred share par value (in Dollars per share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 0.001
|
|
|
|
Preferred stock, conversion basis, description |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
convert at 100
common shares for every 1 preferred class F share with no voting rights and no dividends
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Staff compensation |
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ambrose And Keith [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
40,000,000
|
|
|
|
|
|
|
|
|
|
|
A J B Capital Investments [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
|
|
|
|
|
|
|
$ 80,000
|
|
|
$ 421,000
|
|
|
|
|
|
|
|
|
|
|
|
A J B Capital Investments [Member] | Commitment Shares [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
|
|
2,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R B J Capital Investments [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
53,125,000
|
|
53,300,000
|
|
|
53,850,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
|
|
|
|
$ 531,250
|
|
$ 533,000
|
|
|
$ 538,500
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchange Listing LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
|
|
21,665,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
|
|
|
|
|
$ 100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kyle Comerford [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
|
5,555,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
|
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cameron Canzellarini [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
|
10,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
|
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Astrom [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
|
625,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
|
$ 12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per share of market value (in Dollars per share) |
|
|
|
$ 0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirt Weidner [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
|
5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
|
$ 50,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kaleb Ryan [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
|
6,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
|
$ 60,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin Van Hoesen [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Preferred Stock [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock |
10,526,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate price (in Dollars) |
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- References
+ Details
Name: |
ilus_CommonStockAndPreferredStockLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of dividends paid, restrictions on dividend payments, statutory capital and surplus amounts, requirements and future requirements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 944 -SubTopic 505 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479989/944-505-50-1
+ Details
Name: |
us-gaap_DividendPaymentRestrictionsScheduleDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDescribe the conversion features of preferred stock if preferred stock is convertible. That is, shares of preferred stock into which another convertible security was converted, or shares of preferred stock into which another class of preferred stock was converted.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_PreferredStockConversionBasis |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of voting rights of nonredeemable preferred stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_PreferredStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesIssuedForServices |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionValue of shares of stock issued attributable to transactions classified as other.
+ References
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesCPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesEPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesFPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=ilus_CommitmentSharesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Common Stock and Preferred Stock (Details) - Schedule of Earnings Per Share - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Numerator |
|
|
|
|
|
Net income / (loss) (in Dollars) |
|
|
$ 472,145
|
|
$ 4,559,375
|
Net Income attributable to common stockholders (in Dollars) |
|
|
$ 472,145
|
$ 1,187,494
|
$ 4,559,375
|
Denominator |
|
|
|
|
|
Weighted average shares outstanding |
1,556,878,281
|
1,271,530,699
|
1,556,878,281
|
1,271,530,699
|
1,355,230,699
|
Number of shares used for basic EPS computation |
|
|
1,556,878,281
|
|
1,355,230,699
|
Basic EPS (in Dollars per share) |
|
|
$ 0
|
|
$ 0
|
Numerator |
|
|
|
|
|
Net income / (loss) (in Dollars) |
|
|
$ 472,145
|
|
$ 4,559,375
|
Net Income attributable to common stockholders (in Dollars) |
|
|
472,145
|
|
$ 4,559,375
|
Denominator |
|
|
|
|
|
Number of shares used for basic EPS computation |
|
|
|
|
1,355,230,699
|
Number of shares used for diluted EPS computation (in Dollars) |
|
|
$ 32,189,792,322
|
|
$ 31,979,922,480
|
Diluted EPS (in Dollars per share) |
|
|
$ 0
|
|
$ 0
|
Series A Preferred Stock [Member] |
|
|
|
|
|
Denominator |
|
|
|
|
|
Conversion of preferred stock to common stock |
30,000,000
|
|
30,000,000
|
|
30,000,000
|
Series B Preferred Stock [Member] |
|
|
|
|
|
Denominator |
|
|
|
|
|
Conversion of preferred stock to common stock |
65,589,041
|
|
65,589,041
|
|
65,589,041
|
Series D Preferred Stock [Member] |
|
|
|
|
|
Denominator |
|
|
|
|
|
Conversion of preferred stock to common stock |
30,370,500,000
|
|
30,370,500,000
|
|
30,370,500,000
|
Series F Preferred Stock [Member] |
|
|
|
|
|
Denominator |
|
|
|
|
|
Conversion of preferred stock to common stock |
166,825,000
|
|
166,825,000
|
|
158,602,740
|
X |
- References
+ Details
Name: |
ilus_DenominatorAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_DenominatorAbstract0 |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_NumeratorAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_NumeratorAbstract0 |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares used for basic EPS computation.
+ References
+ Details
Name: |
ilus_WeightedAverageNumberOfSharesIssueDiluted |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued for each share of convertible preferred stock that is converted.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(27)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16
+ Details
Name: |
us-gaap_ConvertiblePreferredStockSharesIssuedUponConversion |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) to net income used for calculating diluted earnings per share (EPS), resulting from the assumed exercise of dilutive convertible securities excluding adjustments related to ESOP convertible preferred stock, stock options, and restrictive stock units.
+ References
+ Details
Name: |
us-gaap_DilutiveSecuritiesEffectOnBasicEarningsPerShareOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 11: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-11
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) from continuing operations available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 40 -Subparagraph (b)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-40
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 40 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-40
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 40 -Subparagraph (b)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-40
+ Details
Name: |
us-gaap_NetIncomeLossFromContinuingOperationsAvailableToCommonShareholdersDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) from discontinued operations available to common shareholders.
+ References
+ Details
Name: |
us-gaap_NetIncomeLossFromDiscontinuedOperationsAvailableToCommonShareholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThis element represents the weighted average total number of shares issued throughout the period including the first (beginning balance outstanding) and last (ending balance outstanding) day of the period before considering any reductions (for instance, shares held in treasury) to arrive at the weighted average number of shares outstanding. Weighted average relates to the portion of time within a reporting period that common shares have been issued and outstanding to the total time in that period. Such concept is used in determining the weighted average number of shares outstanding for purposes of calculating earnings per share (basic).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 45 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesIssuedBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesAPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesBPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesDPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=us-gaap_SeriesFPreferredStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Other Comprehensive Income (Details) - Schedule of Comprehensive Income - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Sep. 30, 2022 |
Jun. 30, 2022 |
Sep. 30, 2023 |
Sep. 30, 2022 |
Dec. 31, 2022 |
Schedule of Comprehensive Income [Abstract] |
|
|
|
|
|
Net Income |
|
|
$ 472,145
|
$ 1,187,494
|
$ 4,559,375
|
Other comprehensive Income /(loss), net of tax |
$ 563,900
|
$ 12,633,277
|
27,253
|
|
|
Foreign currency translation adjustments |
$ 17,158
|
|
|
|
|
Comprehensive Income |
|
|
$ 444,892
|
$ 1,187,494
|
|
X |
- References
+ Details
Name: |
ilus_ScheduleOfComprehensiveIncomeAbstract |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(24)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(26)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-5
+ Details
Name: |
us-gaap_ComprehensiveIncomeNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 5 -Subparagraph (SAB Topic 6.B) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-5
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 11: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-11
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
+ Details
Name: |
us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 10A -Subparagraph (a-c) -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-10A
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481839/830-10-45-9
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 35 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482014/830-20-35-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-12
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeForeignCurrencyTransactionAndTranslationGainLossArisingDuringPeriodNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount after tax and reclassification adjustments of other comprehensive income (loss).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481674/830-30-50-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-17
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-4
Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-5
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 30 -Name Accounting Standards Codification -Section 45 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481694/830-30-45-20
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 55 -Paragraph 15 -SubTopic 10 -Topic 220 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482739/220-10-55-15
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
+ Details
Name: |
us-gaap_OtherComprehensiveIncomeLossNetOfTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.23.3
Non-Controlling Interest (Details) - USD ($)
|
9 Months Ended |
|
Sep. 30, 2023 |
Dec. 31, 2022 |
Non-Controlling Interest [Line Items] |
|
|
Total purchase price |
$ 82,000,000
|
|
Ownership percentage |
100.00%
|
|
Quality International Inc [Member] |
|
|
Non-Controlling Interest [Line Items] |
|
|
Percentage of minority interest |
48.00%
|
|
Quality International Inc [Member] |
|
|
Non-Controlling Interest [Line Items] |
|
|
Net assets |
|
$ 49,255,718
|
Company acquired rate |
52.00%
|
|
Quality international net assets |
$ 25,612,973
|
|
Total purchase price |
$ 56,387,027
|
|
X |
- References
+ Details
Name: |
ilus_NonControllingInterestDetailsLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPurchase price of expected asset acquisition prior to consideration being transferred. Excludes business acquisition.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 805 -SubTopic 50 -Name Accounting Standards Codification -Section 15 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480123/805-50-15-3
+ Details
Name: |
us-gaap_AssetAcquisitionPriceOfAcquisitionExpected |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of net assets (liabilities).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 30 -Topic 205 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479910/205-30-50-1
+ Details
Name: |
us-gaap_AssetsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionThe parent entity's interest in net assets of the subsidiary, expressed as a percentage.
+ References
+ Details
Name: |
us-gaap_MinorityInterestOwnershipPercentageByParent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe level of ownership or equity interest acquired in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_NoncashOrPartNoncashAcquisitionInterestAcquired1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of subsidiary's or equity investee's stock owned by parent company after stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockPercentageOfOwnershipAfterTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_OwnershipAxis=ilus_QualityInternationalIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AssetAcquisitionAxis=ilus_QualityInternationalIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Notes Payable (Details) - USD ($)
|
Sep. 07, 2023 |
Sep. 05, 2023 |
Aug. 29, 2023 |
Jul. 26, 2023 |
Jul. 03, 2023 |
Jun. 21, 2023 |
May 30, 2023 |
May 03, 2023 |
May 02, 2023 |
Apr. 12, 2023 |
Apr. 11, 2023 |
Jan. 26, 2023 |
Dec. 02, 2022 |
Nov. 14, 2022 |
Sep. 21, 2022 |
Aug. 25, 2022 |
Aug. 10, 2022 |
Jul. 12, 2022 |
Jun. 01, 2022 |
May 27, 2022 |
May 20, 2022 |
Feb. 04, 2022 |
Discover Growth Fund [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt amount (in Dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 2,000,000
|
Convertible percentage lowest term |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35.00%
|
Convertible percentage per annum |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
Note maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Feb. 04, 2023
|
RB Capital Partners Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt amount (in Dollars) |
|
$ 450,000
|
$ 100,000
|
$ 550,000
|
$ 475,000
|
|
$ 200,000
|
|
$ 250,000
|
$ 500,000
|
|
|
|
$ 400,000
|
$ 650,000
|
$ 200,000
|
$ 500,000
|
$ 500,000
|
$ 1,000,000
|
$ 500,000
|
$ 500,000
|
|
Note maturity date |
|
Sep. 05, 2025
|
Aug. 29, 2025
|
Jul. 26, 2025
|
Jul. 03, 2025
|
|
May 30, 2025
|
|
May 02, 2025
|
Apr. 12, 2025
|
|
|
|
Nov. 13, 2024
|
Sep. 20, 2024
|
Aug. 24, 2024
|
Aug. 09, 2024
|
Jul. 11, 2024
|
May 31, 2024
|
May 26, 2024
|
May 19, 2024
|
|
Convertible common stock price (in Dollars per share) |
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
|
$ 0.5
|
|
$ 0.5
|
$ 0.5
|
|
|
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
$ 0.5
|
|
Convertible interest percentage |
|
5.00%
|
5.00%
|
5.00%
|
5.00%
|
|
5.00%
|
|
5.00%
|
5.00%
|
|
|
|
5.00%
|
5.00%
|
5.00%
|
5.00%
|
5.00%
|
5.00%
|
5.00%
|
5.00%
|
|
AJB Capital Investment LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt amount (in Dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
$ 1,200,000
|
|
|
|
|
|
|
|
|
|
Note maturity date |
|
|
|
|
|
|
|
|
|
|
|
|
Jun. 01, 2023
|
|
|
|
|
|
|
|
|
|
Convertible interest percentage |
|
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
Jefferson Street Capital [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt amount (in Dollars) |
|
|
|
|
|
|
|
|
|
|
|
$ 100,000
|
|
|
|
|
|
|
|
|
|
|
Note maturity date |
|
|
|
|
|
|
|
|
|
|
|
Jul. 26, 2023
|
|
|
|
|
|
|
|
|
|
|
Convertible interest percentage |
|
|
|
|
|
|
|
|
|
|
|
12.00%
|
|
|
|
|
|
|
|
|
|
|
1800 Diagonal Lending LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt amount (in Dollars) |
|
|
|
|
|
$ 61,868
|
|
|
|
|
$ 144,200
|
|
|
|
|
|
|
|
|
|
|
|
Note maturity date |
|
|
|
|
|
Mar. 30, 2024
|
|
|
|
|
Mar. 11, 2024
|
|
|
|
|
|
|
|
|
|
|
|
Convertible interest percentage |
|
|
|
|
|
13.00%
|
|
|
|
|
13.00%
|
|
|
|
|
|
|
|
|
|
|
|
Common stock lowest trading percentage |
|
|
|
|
|
65.00%
|
|
|
|
|
65.00%
|
|
|
|
|
|
|
|
|
|
|
|
Discover Growth Forbearance Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for loan (in Dollars) |
|
|
|
|
|
|
|
$ 450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard Astrom [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt amount (in Dollars) |
$ 27,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note maturity date |
Mar. 06, 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible interest percentage |
9.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Notes Payable [Member] | RB Capital Partners Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes Payable [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt amount (in Dollars) |
|
|
|
|
|
|
$ 450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note maturity date |
|
|
|
|
|
|
May 30, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible common stock price (in Dollars per share) |
|
|
|
|
|
|
$ 0.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible interest percentage |
|
|
|
|
|
|
5.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- References
+ Details
Name: |
ilus_NotesPayableDetailsLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-5
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionMinimum percentage of common stock price to conversion price of convertible debt instruments to determine eligibility of conversion.
+ References
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleThresholdPercentageOfStockPriceTrigger |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFace (par) amount of debt instrument at time of issuance.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 835 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69B -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 55 -Paragraph 69C -Publisher FASB -URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
+ Details
Name: |
us-gaap_DebtInstrumentFaceAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(2)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCash payments for and related to principal collection on loans related to operating activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (g) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_PaymentsForLoans |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionWeighted average interest rate of short-term debt outstanding calculated at point in time.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_ShortTermDebtWeightedAverageInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionWeighted average interest rate of short-term debt outstanding calculated over time.
+ References
+ Details
Name: |
us-gaap_ShortTermDebtWeightedAverageInterestRateOverTime |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_DiscoverGrowthFundMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_RBCapitalPartnersIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_AJBCapitalInvestmentLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_JeffersonStreetCapitalMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_DiagonalLendingLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_DiscoverGrowthForbearanceAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_DebtInstrumentAxis=ilus_RichardAstromMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShortTermDebtTypeAxis=us-gaap_ConvertibleNotesPayableMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.23.3
Subsequent Events (Details) - USD ($)
|
|
|
|
1 Months Ended |
9 Months Ended |
|
|
|
|
|
Nov. 07, 2023 |
Nov. 06, 2023 |
Oct. 13, 2023 |
Nov. 21, 2023 |
Sep. 30, 2023 |
Nov. 15, 2023 |
Oct. 25, 2023 |
Oct. 23, 2023 |
Oct. 20, 2023 |
Oct. 19, 2023 |
Subsequent Events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Interest rate percentage |
|
|
|
|
9.00%
|
|
|
|
|
|
Percentage of convertible interest |
|
|
|
|
65.00%
|
|
|
|
|
|
Note matures date |
|
|
|
|
Jul. 30, 2024
|
|
|
|
|
|
Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Shares of common stock (in Shares) |
|
16,666,667
|
5,000,000
|
|
|
|
|
|
|
|
Purchase price amount |
|
$ 100,000
|
$ 50,000
|
|
|
|
|
|
|
|
Common stock issued (in Shares) |
9,538,461
|
|
|
|
|
|
9,538,461
|
3,092,784
|
4,555,555
|
2,118,644
|
Convertible note aggregate price |
$ 30,000
|
|
|
|
|
|
$ 30,000
|
$ 30,000
|
$ 40,000
|
$ 25,000
|
Convertible note amount |
$ 200,000
|
|
|
|
|
|
|
|
$ 89,250
|
|
Percentage of convertible interest |
5.00%
|
|
|
|
|
|
|
|
|
|
Note matures date |
Nov. 07, 2025
|
|
|
|
|
|
|
|
|
|
Convertible common stock price (in Dollars per share) |
$ 0.5
|
|
|
|
|
|
|
|
|
|
Forecast [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Convertible note aggregate price |
|
|
|
|
|
$ 86,069
|
|
|
|
|
Convertible note amount |
|
|
|
$ 20,000
|
|
|
|
|
|
|
Interest rate percentage |
|
|
|
65.00%
|
|
|
|
|
|
|
Percentage of convertible interest |
|
|
|
9.00%
|
|
|
|
|
|
|
Note matures date |
|
|
|
May 21, 2024
|
|
|
|
|
|
|
Forecast [Member] | Capital Partners LLC [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Common stock issued (in Shares) |
|
|
|
|
|
21,926,875
|
|
|
|
|
Carizzo LLC [Member] | Forecast [Member] |
|
|
|
|
|
|
|
|
|
|
Subsequent Events (Details) [Line Items] |
|
|
|
|
|
|
|
|
|
|
Convertible note amount |
|
|
|
$ 20,000
|
|
|
|
|
|
|
Interest rate percentage |
|
|
|
65.00%
|
|
|
|
|
|
|
Percentage of convertible interest |
|
|
|
9.00%
|
|
|
|
|
|
|
Note matures date |
|
|
|
May 21, 2024
|
|
|
|
|
|
|
X |
- DefinitionConvertible note aggregate price.
+ References
+ Details
Name: |
ilus_ConvertibleNoteAggregatePrice |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionPercentage of convertible interest.
+ References
+ Details
Name: |
ilus_PercentageOfConvertibleInterest |
Namespace Prefix: |
ilus_ |
Data Type: |
dtr:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
ilus_SubsequentEventsDetailsLineItems |
Namespace Prefix: |
ilus_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share decrease in conversion price of convertible common stock. Excludes change due to standard antidilution provision.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_CommonStockConvertibleConversionPriceDecrease |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of common stock issued as dividends during the period. Excludes stock splits.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_CommonStockDividendsShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_ConvertibleNotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionRate of interest on investment.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481800/320-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481800/320-10-50-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 4)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
+ Details
Name: |
us-gaap_InvestmentInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionMaturity date of investment, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481800/320-10-50-5
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 320 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481800/320-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.12-12A(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column A)(Footnote 4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column A)(Footnote 4)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column A)(Footnote 3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
+ Details
Name: |
us-gaap_InvestmentMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionA device of credit enhancement where a part of the purchase price for the receivable/ payable is retained to serve as a cash collateral.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_SupplementalDeferredPurchasePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_StatementScenarioAxis=srt_ScenarioForecastMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=ilus_CapitalPartnersLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Ilustrato Pictures (PK) (USOTC:ILUS)
Historical Stock Chart
From Jul 2024 to Aug 2024
Ilustrato Pictures (PK) (USOTC:ILUS)
Historical Stock Chart
From Aug 2023 to Aug 2024