Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
COMPANY IS ASKING SHAREHOLDERS TO FREEZE THEIR SHARES,ROTFLMFAO,THIS IS A SHAM OF AN IDEA !!!!
4 posts. What's your agenda? Non investor
$ILUS PR: Filing of Form 10-12G: in effect automatically within 60 days, followed by name change & OTCQB uplist application •>40,000 confirmed SHs! •Audited fins •Business operations •Properties & security ownership
•Contracts & compensation
ILUS $$$$
[color=red][/color] HEY ! SEC MAY PICK UP ON THIS FORM 10 AND SEE THAT THE CONSIDERATION WERE NEVER PAID FOR THE CONTROL BLOCKS AND THE NOTES NEVER RECORDED AND OUTSTANDING AND IN ARREARS.
Put your money on the "Don't pass line"" ! Ohh ya I gave you following #4!!
Been here couple years, I can wait couple more!!
Patience and conviction!! Ilus
ILUS 0.0771 +0.0022 (2.94%) Volume: 2,908,553 Ilustrato Pictures International Inc New (PK)
You could be right, but if ILUS belongs in the trash, may I assume that you've already dumped your shares?
Just curious...
C
So we get these filings and it's Crickets here,,, wtf?
Time to grab a bunch of shares!! Got the proof now!! Ilus!!
throw this in the trash
1
II LAW OFFICES OF BYRON THOMAS BYRON E. THOMAS, ESQ
3 II Nevada Bar No. 8906
3275 S. Jones Blvd, #104
Electronically Filed 9/14/2022 12:07 PM
Steven D. Grierson CLERK OF THE COURT
-,
CASE NO: A-22-858343-C
Department 14
4 II Las Vegas, Nevada 89146
Phone: +1(702) 761-4945
5 II Facsimile: +1(702) 543-4855
6 11 byronthomaslaw@gmail.com
7
Attorneys for Plaintiff Lee Larson Elmore
8
EIGHTH JUDICIAL I>ISTRICT COURT
9
10 CLARK COUNTY,. NEVADA
11 ***
12 LEE LARSON ELMORE, an individual, Case No.:
13
Plaintiff, Dept. No.:
14 vs.
15 Exempt from Arbitration pursuant to Nevada
Arbitration Rule 3(A) as an Action for
16 Declaratory Relief
17
18
19
20
COMPLAINT FOR DAMAGES
21
COMES NOW, Plaintiff Lee Larson Elmore, ("PLAINTIFF"), by and through its'
22
undersigned attorney ofrecord, Byron E. Thomas, Esq., who hereby complains and alleges against
23
Defendants Ilustrato Pictures International, Inc. ("ILUS"), Nicholas Link ("LINK"), FB
24
Technologies Global, Inc. ("FB Technologies"), and DOES 1 through 10 inclusive, collectively
25
referred to as "DEFENDANTS" or individually as a "DEFENDANT" where context may require
26
in this complaint for damages (the "COMPLAINT") as follows:
27
28
- 1 -
Case Number: A-22-858343-C
1 THE PARTIES
2 1. Plaintiff Lee Larson Elmore, and at all times mentioned in this Complaint, an
3 II individual shareholder of Ilustrato Pictures International, Inc.
4 2. Defendant Ilustrato Pictures International, Inc. is, and at all times mentioned in
5 this Complaint, a Nevada corporation incorporated under the laws of the state of Nevada with
6 its registered agent located in the city of Las Vegas and county of Clark.
7 3. Defendant Nicholas Link (aka Nick Link) is and at all times mentioned in this Complaint an individual, and a current officer, director and shareholder of Ilustrato Pictures
8
International, Inc. doing business in the state of Nevada.
9
4. Defendant FB Technologies Global, Inc., is and at all times mentioned in this
10
complaint a Delaware corporation.
11
5. Plaintiff does not know the true names of Defendants DOES 1 through 10,
12
inclusive, and therefore sues them by those fictitious names. The names, capacities and
13 relationships of DOES 1 through 10 will be alleged by amendment to this complaint when they
14 are known. Plaintiff is informed and believes, and on the basis of that information and belief
15 alleges, that each of the DOE Defendants was in some manner legally responsible for the
16 actions complained of herein.
17 JURISDICTION AND VENUE
18 6. This Court has jurisdiction over this action and the Defendant(s) as alleged herein
19 pursuant to NRS §14.065.
20 7. Venue in this Court is proper pursuant to NRS §§ 13.010 and 13.040.
21 GENERAL ALLEGATIONS
22 8. ILUS is a publicly traded company on the OTC Markets, Inc. ("OTC
23 MARKETS") Pink Market Tier, meaning that while not bound by the periodic reporting
24 requirements of Sections 13 and 15(d) of the Securities and Exchange Act of 1934, as
25 amended, (the "EXCHANGE ACT") but instead reporting to OTC Markets under its
26 alternative reporting standards and disclosure guidelines.
9. ILUS makes quarterly and annual periodic public disclosures of its' business and
27
financial statements via the OTC Markets News and Disclosure Service or OTC.IQ operated by
28
-2-
1 the OTC Markets via its website www.otcmarkets.com and internal Issuer Services Platform.
2 10. Prior to January 2021 Plaintiff held a controlling interest in ILUS and was its' sole
3 officer and director having acquired such control in a transaction in or about January 2019.
4 11. At some point during the second half of 2019 Plaintiff began to solicit proposals
5 for the acquisition of his controlling interest in ILUS conditioned upon the merger of an
6 operating company into ILUS.
7 12. In or about December 2019, Plaintiff was approached by Defendant Link with the intention of consummating a transaction with a Delaware corporation controlled by Link, FB
8
Technologies Global, Inc. which purports to be developing fire-fighting vehicles and
9
technology under the name "Fire Bug."
10
13. Defendants Link and FB Technologies claimed that FireBug Group had developed
11
a 63% more efficient firefighting raid response system and to be developing a new vehicle
12
powered by electric motor on a six-wheel, three axle chassis. They claimed to be leasing
13 manufacturing facilities in the United Kingdom and Dubai with $4 million USD invested in the
14 past five years through the backing of families of investors in Switzerland and Dubai.
15 14. Plaintiff was impressed with Defendants presentation and became convinced
16 based on such representations that a merger between their two companies would be mutually
17 beneficial.
18 15. The intention of the parties to this transaction was for Defendant Link and FB
19 Technologies to acquire a controlling interest in ILUS, to then effect a reverse-merger
20 transaction whereby one company's management is absorbed into another parent company,
21 which can be structured in any number of ways depending on the circumstances and goals of
22 the parties to such a transaction.
23 16. Here, the primary goals of the transaction between Plaintiff and Defendants was
24 for Defendant FB Technologies Global, Inc. to merge its business into Defendant ILUS and for
25 Defendant Link to assume control of the new company from Plaintiff. Plaintiff would retain his equity and debt interests in ILUS and continue as a consultant to the newly consolidated
26
company. Shareholders of both companies would benefit as a result of the merger.
27
17. In furtherance of such goal, on or about March 2020 the parties issued the
28
- 3 -
1 following promissory obligations: (1) a $90,000 USD promissory note; (2) a $18,000 USD
2 promissory note; and (3) a $15,000 USD promissory note. True and correct copies of these
3 notes are attached hereto as Exhibit A.
4 18. All of these obligations were to be paid by Defendants to Plaintiff, with Defendants ILUS and FB Technologies acting as co-guarantors.
5
19. In or about May 2020 the parties entered into a stock purchase agreement
6
whereby Plaintiff was to transfer 10 million preferred series A and 360 million restricted
7
common shares to Defendants in exchange for $140,000 and 60,741,000 preferred series D and
8
the Defendants agreement to merge FB Technologies Global, Inc. into ILUS as a wholly owned
9
subsidiary. A true and correct copy of the May 10, 2020 agreement is attached hereto as
10 Exhibit B.
11 20. Based on representations made to Plaintiff by Defendants, the funding Link had
12 been expecting to service the $140,000 payments due to Plaintiff under the stock purchase
13 agreement was delayed as a result of the global Covid-19 pandemic.
14 21. Defendant Link claimed that Defendant FB Technologies was in an increasingly
15 desperate financial situation and experiencing pressure related to the potential termination of
16 various rental leases on a building and other company expenses going unpaid.
17 22. Plaintiff was inclined to believe Defendant Link's series of excuses related to
18 financial pressures, given the increasing global scale of the Covid-19 pandemic in May 2020.
19 23. Additionally, having been convinced by Link of the merits of the technology held
20 by FB Technologies, Plaintiff was led to believe the transaction and payments had merely been
21 delayed and that if a merger were to take place without full consideration it would nonetheless
22 be in the best interests of the ILUS shareholders and prevent further adverse actions by creditors of Defendant FB Technologies.
23
24. In furtherance of such belief Plaintiff transferred the shares called for in the Stock
24
Purchase Agreement (10 million preferred series A, 360,000,000 common shares and
25
60,741,000 preferred series D shares) to Defendant Link in or about May 29, 2021 despite only
26
having received $20,000 of the $140,000 called for under the agreement.
27
25. Defendants thereafter defaulted on the Stock Purchase Agreement's payment
28
-4-
1 schedule for three additional $10,000 payments to Plaintiff, however Defendant Link was
2 adamant his financing had merely been delayed and reiterated his confidence in the merits of
3 the merger transaction between ILUS and FB Technologies.
4 26. Defendant Link acting on behalf of Defendant FB Technologies again approached
5 Plaintiff this time presenting a "Plan of Action" to move forward with the suggestions as set
6 forth in the presentation and raise $5 million USD for Defendant ILUS in a public offering
7 under Regulation A and to become "fully reporting" to the SEC.
27. Each of these events, if undertaken, would have provided substantial value to
8
Defendant ILUS and Plaintiff by virtue of his equity and debt interest.
9
28. To this point Plaintiff had not yet resigned as an officer or director oflLUS as
10
conditioned by the Stock Purchase Agreement, because Defendants had not yet provided full
11
consideration for control oflLUS.
12
29. However, believing it to be in the best interests ofILUS Plaintiff resigned from
13 his position as officer and director of ILUS and appointed Link in his stead. A series of
14 corporate resolutions were signed on January 13, 14 and 16 effecting the same. True and
15 correct copies of these resolutions are attached hereto as Exhibit C.
16 30. To announce the series of transactions the parties prepare a press-release to such
17 effect. A true and correct copy of the January 26, 2021 press release is attached hereto as
18 Exhibit D.
19 31. As detailed in the January 26, 2021 public statement by ILUS several material
20 events transpired.
21 32. However, contrary to the material public statements in Exhibit C, once Defendant
22 Link had been appointed sole officer and director ofILUS, Link quickly changed course of the
23 series of contracts and collateral obligations he had made to Plaintiff, claiming he could only
24 fulfil one or the other but not both, again relying on the global Covid-19 pandemic as an excuse
25 for delays.
33. Plaintiff was growing concerned about the merits of the claims Link had been
26
making, but given the unprecedent scale of the global Covid-19 pandemic, he felt allowing
27
Link more time to honor his obligations was the best course of action.
28
- 5 -
1 34. This course of action continued until August 17, 2021 when Link inexplicably
2 blocked the issuance of seventy one million six hundred and forty thousand (71,640,000)
3 common shares to Plaintiff, claiming he was in breach of promises made in the series of
4 transactional agreements the parties had agreed upon.
5 35. More troubling, the Plaintiff learned that, Defendant Link in March 2021 acting as
6 officer and director of ILUS filed fraudulent and misleading disclosure documents with OTC Markets Alternative News and Disclosure Service which purport to have been signed by
7
Plaintiff but were in-fact never provided to Mr. Elmore to review and were never authorized by
8
him for the use of his signature.
9
36. Equally as troubling, these flings do not contain the series of promissory
10
obligations the parties agreed to, nor do they accurately capture the result, or what should have
11
been the result, of the stock purchase agreement between them at Exhibit A hereto.
12 37. These misleading filings were made by Defendants for the periods ending March
13 31, 2020, June 30, 2020, September 30, 2020, December 31, 2020, March 31, 2021, June 31,
14 2021, September 31, 2021, December 31, 2021, March 31, 2022 and recently on June 30, 2022.
15 38. On or about February 22, 2022 Plaintiff attempted to obtain a stock loan
16 pledging 60,000,000 of the 71,640,000 as a non recourse loan amount of $3,267,000.
17 However, through the fraudulent representations of Defendant Link to the Transfer Agent,
18 Plaintiff could not get the shares from ILUS to which he is owed.
19 39. On about February 28, 2022, the Plaintiff secured a stock loan by pledging
20 60,000,000 at $0.012 per share of the common shares from his 71,640,000 ILUS common
21 shares based on the shares having become free trading under provisions of federal securities
22 laws.
23 40. The Plaintiff chose to secure a stock loan of $3,267,000 based on $0.12 cents per
24 share that was granted by the lender to the Plaintiff. The loan amount to the Plaintiff
25 represented@45% LTV of the value of the 60,000,000 shares @$.012 cents per share from the 71,640,000 share position.
26
41. The total value at this time for the position of 71,640,000 shares as unrestricted
27
stock equaled a total value of$8,596,800 valued at $0.12 per share. However, since February
28
-6-
1 28, 2022, the stock has dropped in value to a low of $0.06 cents per share, which has resulted in
2 additional exposure to loss for the Plaintiff as a result of the actions of Defendants, and each of
3 them. Included at Exhibit E hereto is a historical price chart of ILUS stock.
4 42. Plaintiff has exhausted all means for resolution of the obligations which
5 Defendants are in breach of, but for the filing of this matter in litigation.
43. Plaintiff has contacted or attempted to contact Defendants, and each of them, by
6
telephone, text message, email, and letter, requesting resolution to no avail.
7
44. Plaintiff has notified Defendants Link and ILUS that the posting of financial
8
statements to www.otcmarkets.com constituted an unauthorized use of his signature, further
9
requesting the correct such filings in April 2022, without any reply or further action by
10
Defendants to do so.
11
45. Defendants have failed to honor the securities held by Plaintiff and have
12 fraudulently reported to www.otcmarkets.com materially misleading financial statements for
13 the time period(s) in question.
14 46. Defendants and each of them have acted to block the transfer of shares as called
15 for to the Plaintiff and failed to deliver the required consideration as set forth in the binding and
16 enforceable contractual agreements at Exhibit B supported by the corporate resolutions at
17 Exhibit D.
18 47. Defendants and each of them have failed to fulfill the promises made in the public
19 statement issued on or about January 26, 2021 included at Exhibit C hereto.
20 48. Plaintiff now seeks the intervention of this court hold Defendants accountable for
21 the amounts owed to Plaintiff and to compel Defendants to take other necessary actions to
22 comply with the spirit and purpose of the agreements between them.
23
FIRST CAUSE OF ACTION
24 Breach of Contract
Against Defendants ILUS and FB Technologies
25
49. Plaintiff repeats, re-alleges and incorporates by reference all preceding paragraphs
26
of the Complaint as though fully set forth herein - including the all Exhibits attached hereto at
27
Exhibit A though C.
28 50. Plaintiff has performed all of its responsibilities required of it under the
- 7 -
1 Promissory Notes in the amount of $90,000, $15,000 at Exhibit A hereto
2 51. Plaintiff has performed all of its responsibilities required of it under the Stock
3 Purchase Agreement dated May 10, 2020 at Exhibit B hereto.
4 52. Plaintiff makes this claim in four (4) separate counts as to two (2) of the
5 promissory notes and the one (1) stock purchase agreement against Defendants ILUS and FB
6 Technologies; and the (1) set ofresolutions drafted between January 14 and 16, 2021.
53. Plaintiff has only received payment from Defendants on one note in the amount of
7
$18,000 while $105,000 remains due and owing.
8
54. Plaintiff has only received payments totaling $20,000 on the stock purchase
9
agreement and $120,000 remains due and owing.
10
55. Additionally, Defendants have blocked the payment of71,640,000 shares of
11
common stock due to Plaintiff.
12 56. Plaintiff sustained damages as an actual and proximate result of Defendants'
13 conduct.
14 57. Defendant's refusal and continuing refusal to perform its obligations under the
15 contracts has directly damaged Plaintiff the amount of at least $8,000,000 USD with interest,
16 for which Plaintiff has not been reimbursed or otherwise compensated wholly or in part subject
17 to proof at trial.
18 SECOND CAUSE OF ACTION
19 Fraudulent Inducement
Against Defendants Nicholas Link and FB Technologies
20 58. Plaintiff repeats, re-alleges and incorporates by reference all preceding paragraphs
21 of the Complaint as though fully set forth herein - including all Exhibits attached hereto at
22 Exhibit A though C.
23 59. Defendant Link has repeatedly held himself and FB Technologies out to be
24 capable of executing a corporate roll-up strategy resulting in a consolidated holding company
25 focused on firefighting technologies worth in excess of $4,000,000 USD.
26 60. As stated on its website FB Technologies claims, "FB Technologies Global is a
27 holding company for the ILUS groups Fire & Vehicles divisions, it is 100% owned by ILUS
28 International a public company strategically acquiring and operating technology businesses
- 8-
1 around the world within specific core sectors where the potential of the groups technology
2 platforms, skills, experience and manufacturing bases can be maximized and shared."
3 61. In the press release dated January 26, 2021 Defendants claimed that ILUS was
4 acquiring FB Technologies and that it was the global holding company for valuable
5 technology. They claimed to be raising $5 million USD via a regulation A and to have acquired
6 a $3 million USD vehicle conversion company in Dubai.
62. More specifically, Link represented to Plaintiff that he would honor the
7
Promissory Notes issued to Plaintiff, but instead he has forged Plaintiffs name on public
8
disclosure documents which make no mention of such instruments.
9·
63. Defendant Link has claimed in correspondence with Plaintiff not to owe such
10
sums and has articulated factually incorrect statements about the legal consequences of their
11
transactions.
12 64. Defendants have blocked the issuance of the 71,640,000 common shares owed to
13 Plaintiff with ILUS's transfer agency in August 2021 and February 2022.
14 65. Defendants repeatedly failed to produce adequate records and documentation of
15 assets to Plaintiff which would provide independent economic justification for entering into a
16 transaction for their acquisition.
17 66. Had Plaintiff known of these true intentions he would have sought alternative
18 II funding with third parties and not have resigned as officer/director allowing Link to perpetrate
19 II such frauds on not only Plaintiff but the public market.
20 67. Defendant Link has the impossible task of explaining how he received everything
21 bargained for from Plaintiff, but Plaintiff has only received partial payment from him.
22 68. Plaintiff sustained damages as an actual and proximate result of Defendants'
23 conduct in the approximate amount of $8,000,000 subject to proof at trial.
24 THIRD CAUSE OF ACTION
Forgery and Unauthorized use of Name or Likeness
25 Against Defendants Nicholas Link and Ilustrato Pictures International, Inc.
26 69. Plaintiff repeats, re-alleges and incorporates by reference all preceding paragraphs
27 of the Complaint as though fully set forth herein - including the all Exhibits attached hereto.
28 70. On or about March 10, 2021 via OTC Markets News and Disclosure, OTC.IQ,
-9-
1 service Defendants posted Annual Reports and Quarterly Reports for the periods ending
2 September 30, 2019 through December 31, 2020.
3 71. Each of these six period filings is affixed with the signature and certification of
4 Plaintiff, Lee Larson Elmore, however Defendants had no prior authorization or agency of
5 Plaintiff to use his signature or to make certifications.
6 72. In fact, Plaintiff had no opportunity to review the materials to which his signature
7 was affixed, nor was an agency or authority sought of him by Defendants for such use of his signature.
8
73. Each of the six certifications subject to this cause of action reads, in relevant part,
9
10 "L Lee Larson Elmore certify that: 1. I have reviewed this Annual
11 disclosure statement of Ilustrato Pictures International Inc,; 2. Based on my knowledge, this disclosure statement does not contain any untrue
12 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
13 such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge,
14 the financial statements, and other financial information included or
15 incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and
16 cash flows of the issuer as of, and for, the periods presented in this disclosure statement"
17
74. In fact, Plaintiff was never provided with any of the six financial disclosure
18 documents for the periods ending September 30, 2019, December 31, 2019, March 31, 2020,
19 June 30, 2020, September 30, 2020, and December 31, 2020 respectively, which contained the
20 above certification and was therefore unable to review the same for any untrue statements of
21 material fact which could be considered misleading.
22 75. In fact Plaintiff never provided his authorization or agency or any source of
23 authority for Defendants to use his signature, name or likeness for such purpose, the result of
24 which was to omit the obligations due by Defendants to Plaintiff almost entirely, from the
25 public financial disclosures ofILUS.
26 76. This forgery results in a fraud on the public market by failing to disclose
27 obligations of the issuer, ILUS, but also the Plaintiff as set forth in the above cause of action
28 for fraud by creating a (albeit) false public record to cast doubt on the legitimacy of the
- 10 -
1 obligations due to Plaintiff which were disclosed.
2 77. This forgery is a crime against the property of the Plaintiff in the state of Nevada
3 as set forth at NRS Chapter 25, et seq. which defines the criminal acts of using another's name
4 without prior authority to unlawfully deprive them of their property.
5 78. Here, Defendants, and each of them unlawfully used the Plaintiff's name in the
6 above six certifications to deprive him of his property, the promissory obligations and stock
7 pledges described in the first cause of action for breach of contract as to the Stock Purchase and Note Purchase Agreements.
8
79. Plaintiff sustained damages as an actual and proximate result of Defendants'
9
conduct in the approximate amount of $8,000,000 subject to proof at trial.
10
11 FOURTH CAUSE OF ACTION
Implied Covenant of Good Faith and Fair Dealing
12 Against all Defendants
13 80. Plaintiff repeats, re-alleges and incorporates by reference all preceding paragraphs
14 of the Complaint as though fully set forth herein - including the all Exhibits attached hereto.
15 81. Implied in every contract subject to the application of Nevada law is the implied covenant of good faith and fair dealing. These principles are elucidated at NRS 104.1201(t) and
16
104.1304.
17
82. Nevada courts have put it this way, "[W]hen one party performs a contract in a
18
manner that is unfaithful to the purpose of the contract and the justified expectations of the
19
other party are thus denied, damages may be awarded against the party who does not act in
20
good faith. See: Hilton Hotels Corp. v. Butch Lewis Prods., Inc., 107 Nev. 226,808 P.2d 919,
21 923 (1991).
22 83. Here it is impossible to escape the conclusion that the Defendants and each of
23 them, once vested with legal authority to act on behalf of the issuer, ILUS, had no intention of
24 following through with their contractual obligations, thus breaching their implied duties of
25 good faith and fair dealing.
26 84. Specifically, Defendants failed to transfer equity shares to the Plaintiff in the
27 amount of 71,460,000 and have failed to issue equity shares or cash as called for under two
28 Promissory Notes in the approximate amount of $150,000 now in default from the three
- 11 -
1 promissory notes.
2 85. Plaintiff sustained damages as an actual and proximate result of Defendants'
3 conduct in the approximate amount of $8,000,000 subject to proof at trial.
4 FIFTH CAUSE OF ACTION
Unjust Enrichment
5 Against Defendants Link and FB Technologies
6 86. Plaintiff repeats, re-alleges and incorporates by reference all preceding paragraphs
7 of the Complaint as though fully set forth herein- including the all Exhibits attached hereto.
8 87. Nevada law recognizes a cause of action for unjust enrichment, which allows a
9 party to divest another of the benefit conferred but never paid for. In fact, recovery for unjust
10 enrichment is mutually exclusive with recovery for breach of contract.
11 88. The elements of unjust enrichment in Nevada are the following: (1) a benefit
12 conferred on the defendant by the plaintiff; (2) appreciation of the benefit by the defendant; (3)
13 acceptance and retention of the benefit by the defendant; (4) in circumstances where it would
14 be inequitable to retain the benefit without payment. See: Unionamerica Mortg. & Equity Trust
v. McDonald, 626 P. 2d 1272, 1273 (1981).
15
89. Even if the Plaintiff is not found to have any enforceable contract with Defendants,
16
it is impossible the Defendants, specifically Defendant Link, can justify not having undertaken
17
the actions they were required to do by virtue of the resignation of Elmore and appointment of
18
Link in January 2021 as described in the public statement (Exhibit C) the press release dated
19
January 26, 2021, namely the issuance of the 71,640,000 shares to Plaintiff which has been
20
blocked since August 2021 by Defendants.
21 90. Plaintiff sustained damages as an actual and proximate result of Defendant Link's
22 conduct in the approximate amount of $8,000,000 subject to proof at trial. 23
SIXTH CAUSE OF ACTION
24 Constructive Trust
Against Defendant ILUS
25
91. Plaintiff repeats, re-alleges and incorporates by reference all preceding paragraphs
26
of the Complaint as though fully set forth herein - including the all Exhibits attached hereto.
27
92. A constructive trust will arise and affect property acquisitions under circumstances
28
where: (1) a confidential relationship exists between the parties; (2) retention of legal title by
- 12 -
1 the holder thereof against another would be inequitable; and (3) the existence of such a trust is
2 essential to the effectuation of justice. See: Locken v. Locken, 98 Nev. 369, at 372 650 P. 2d
3 803, 805 (1982). (citing Schmidt v. Merriweather 82 Nev. 372,375,418 P.2d 991, 993 (1966).
4 93. A constructive trust is a remedial device by which the holder of legal title to
5 property is held to be a trustee of that property for the benefit of another who in good
6 conscience is entitled to it. See: Locken v. Locken, 98 Nev. 369, 372, 650 P.2d 803, 805
(1982) See also Namow Corp. v. Egger, 99 Nev. 590, 592, 668 P.2d 265, 267 (1983).
7
94. Here, Defendants have retained Plaintiffs property, but have refused to confer any
8
of the benefits they were contractually obligated to convey to Plaintiff.
9
95. Thus, the aware of a constructive trust over the 71,640,000 common shares at issue
10
is appropriate. Such shares should be paid into the registry of the court for safe keeping
11
pending the outcome of this litigation.
12
SEVENTH CAUSE OF ACTION
13 Declaratory Relief
14 Against all Defendants
96. Plaintiff repeats, re-alleges and incorporates by reference all preceding paragraphs
15
of the Complaint as though fully set forth herein- including all Exhibits attached hereto.
16
97. Plaintiff acknowledges in its' Complaint the existence of the Promissory Notes
17
issued between the parties, further alleging the agreement is valid and enforceable.
18
98. Plaintiff acknowledges in its' Complaint the existence of the Stock Purchase
19
Agreement between the parties, further alleging the agreement is valid and enforceable.
20
99. Plaintiff by virtue of this Complaint filed suit claiming a breach of contract with
21 respect to the Promissory Notes and Stock Purchase Agreement and supporting corporate
22 resolutions at Exhibit D.
23 100. An actual and real controversy exists with respect to the duties and responsibilities
24 of the parities to the Convertible Note Purchase and Stock Purchase Agreements and the
25 enforceability of the same and such issue is ripe for judicial determination. 26
27
28
- 13 -
1 PRAYER FOR RELIEF
2 WHEREFORE, Plaintiff Lee Larson Elmore. prays for a Judgment against Defendants, and
3 each of them, as follows:
4 1. The Court grant all requested form(s) of relief in the Complaint of the Plaintiff against
5 Defendants, and each of them, including declaratory relief and the imposition of a
6 constructive trust;
7 2. For all other relief as requested in this Complaint as this Court deems just and proper
8 including actual out of pocket damages, consequential or special damages, including an
9 aware of attorney's fees and costs including putative damages according to proof. Dated
10 this 25th day of August ,,
11 Aw OFFICES OF BYRON ThO.:tvlAS
''\ 'Jh
12
- luO'N\ F/' "i\t' A$ \ ) y'
14 evada :w:- No.
15 3275 S. Jones Blvd, #104
Las Vegas, Nevada 89146
16 Phone: +1(702) 761-4945
Facsimile: +1(702) 543-4855
17
18
19
20
21
22
23
24
25
26
27
28
- 14 -
l,/\'()l
I
2
3
4 Exhibit A
5 Exhibit B
6 Exhibit C
7 Exhibit D
8
Exhibit E
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
EXHIBITS
Three Promissory Notes issued by ILUS to Plaintiff Stock Purchase Agreement dated May IO, 2020
Press Release dated January 26, 2021 by ILUS
ILUS Corporate Resolutions dated January 13, 14, 16, 2021 ILUS Historical Price Chart
- 15 -
EXHIBIT A
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
PROMISSORY COLLATERAL NOTE FOR THE EXECUTED CONSULTATON AGREEMENT :Principal Amount:$18,000.00 - EXHIBIT A
Issue Date: Jan
14, 2021
Maturity Date: March 1, 2022
For good and valuable consideration, F B Technologies Global, Inc a Delaware corporation ("Maker"), and Illustrato Pictures International., Inc a Nevada corporation hereby makes and delivers this Promissory Note (this"Note") in favor of Lee Larson Elmore at 15854 Jackson Creek Parkway Ste B 322, Monument , Colorado 80132 ("Holder"), and hereby agrees as follows:
ARTICLE I.
PRINCIPAL AND INTEREST
Section 1.1 For value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing, in currently available funds of the United States, the principal Amount of Eighteen Thousand and no dollars($ 18 ,000.00) Maker's obligation under this Note shall accrue interest at the rate of nine percent (9.0%) per annum from the date hereof until paid in full. Interest shall be computed on the basis of a 365- day year or 366-day year, as applicable, and actual days lapsed. Accrual of interest shall commence on the first business day to occur after the Issue Date and continue until payment in full of the Principal Amount has been made or duly provided for a 12 month Payment schedule starting March 15,2021 as per fully executed consultation agreement as security for the consultation agreement terms of
$1500.00 per month beginning March 15, 2021 final payment is February 15, 2022.
Section 1.2 a. All payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such payment is physically received by the Holder. All transactions here in as of the Payments shall be paid by means of all the parties as to be
mutually agreed or as to the bank account to be agreed by all the parties.
All principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on the event of any payments are in default .In the event there is a default on the monthly payments of
$1500.00 per month consulting agreement. In that event this note will be accelerated to the full principal and
the outstanding interest due.All principal and accrued interest can be retired prior to maturity in part or in whole Principal and plus interest or in part of separate notes with same terms
b. 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 Maker and will not impose personal liability upon the holder thereof. NL
Section 1.3 This Note is issued solely for value received, paid by Holder to Maker for services as to ("Consideration") in event of default of consultation Agreement fully executed. The Principal Amount due to Holder shall be based on the consideration a by Holder to Maker, such that the Maker is only required to repay the amount of consideration and the Maker
ARTICLE II.
----,1' 0H CONVERSION RIGHTS; CONVERSION PRICE
Section 2.1Conversion.
Section 2.2. Conversion Price./No conversion
Section 2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock does not change the terms of the note or its obligation.
2
NL
\i
Section 2.5. No conversion
Section 2.6. No conversion.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Section 3.1. The Holder represents and warrants to the Maker:
(a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for a guarantee to the consultation agreement and that such Holder will not offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities;
(b) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this note (iii) is able to bear the substantial economic risks in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive;
3 NL
Section 3.2 The Maker represents and warrants to Holder:
(a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership interest.
(b) Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise hereof) have been duly authorized by the Maker's Board of Directors and no further consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Makeri
(c) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial statements with the requisite reporting bodies.
4
NL t\..
:'s/l
ARTICLE IV. EVENTS OF DEFAULT
Section 4.1. Default. The following events shall be defaults under this Note: ("Events of Default"):
(a) default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become due and payable hereunder beginning March 1, 2021 as per the Consultation agreement fully executed or
(b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or
(c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified mail, return receipt requested; or
(d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a "Custodian"), of it or for all or substantially all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same become due; or
(e) entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60days.
Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies:
5
NL t\.
a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable.
b. Pursue any other rights or remedies available to Holder at law or in equity.
c. The Holder shall receive Liquidated Damages of $200 per day per Event of Default the Maker is in Default pursuant to this Note.
Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or enforce this Note.
Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.
Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.
Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein.
ARTICLE V. MISCELLANEOUS
Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be 15954 Jackson Creek Parkway, Suite B 323, Monument ,Colorado 80132 . Both the Holder or its assigns and the Maker may change the address for service by delivery of written notice to the other as herein provided.
6 NL tt.
Section 5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder.
Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note.
Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of Nevada and or Delaware without regard to conflicts oflaws principles.
Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note of like tenor.
Section 5.6. Omitted Intentionally.
Section 5.7. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.
Section 5.8. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.
Section 5.9. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.
Section 5.10. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument.
7
t\.
[.
IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above by both companies.
F B Technologies Global Inc and Illustrato Pictures Interntional , Inc .
By: Nicolas Link Its: CEO
of FB TECHOLGIES GLOBAL, INC.AND ILUS
Acknowledged and Agreed:
,n,- -24,
Holder: Lee Larson Elmore
By: els Lee Larson
Elmore
8
CORPORATE RESOLUTION OF THE
BOARD OF DIRECTORS OF FB TECHNOLOGIES GLOBAL,INC
We, the undersigned, do hereby certify that at a meeting of the Board of Directors ofFB Technologies Global , Inc a Delaware corporation and Illustrato Pictures International , Inc. the a Nevada Corporation (the "Corporation"), duly held on Jan 14, 2021 at the offices of the Corporation, which said meeting no less than one directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect: To provide a promissory note for collateral for the fully executed consultation agreement to Lee Larson Elmore
NOW, THEREFORE, BE IT:
RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions:
The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by laws and the laws of the State of Nevada and or Delaware respective, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.
IN WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation.
Dated: Jan 14,, 2021 Members of the Board:
Nicolas Link r
Title: CEO
Title:
Title:
Title: Director
9
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
CONVERTIBLE PROMISSORY
NOTE :Principal Amount:$15,000.00
Issue Date: Jan 14, 2020
Maturity Date: July 14, 2021
For good and valuable consideration, F B Technologies Global, Inc a Delaware corporation ("Maker"), and Illustrato Pictures International., Inc a Nevada corporation hereby makes and delivers this Promissory Note (this"Note") in favor of Lee Larson Elmore at 15854 Jackson Creek Parkway Ste B 322, Monument , Colorado 80132 ("Holder"), and hereby agrees as follows:
ARTICLE I.
PRINCIPAL AND INTEREST
Section 1.1 For value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing, in currently available funds of the United States, the principal
Amount of Fifteen Thousand and no dollars($ 15 ,000.00) Maker's obligation under this Note shall accrue interest at the rate of nine percent (9.0%) per annum from the date hereof until paid in full. Interest shall be computed on the basis of a 365- day year or 366-day year, as applicable, and actual days lapsed. Accrual of interest shall commence on the first business day to occur after the Issue Date and continue until payment in full of the Principal Amount has been made or duly provided for.
Section 1.2 a. All payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such payment is physically received by the Holder. All transactions here in as of the Payments shall be paid by means of all the parties as to be
mutually agreed or as to the bank account to be agreed. by all the parties.
All principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before Payable after 21 days after the approval of the Reg A or the first liquidity event over $250,000, whichever is sooner. Pays 9% Interest. Converts 40% below average trading price with 10 day look back. Can be settled by the company at any time during this period for 125% of the face value. It is NOT transferrable without written agreement. Described as for "Services rendered".
All principal and accrued interest can be retired prior to maturity in part or in whole Principal and plus interest or in part of separate notes with same terms
b. 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 Maker and will not impose personal liability upon the holder thereof. tl.
'·JL
Section 1.3 This Note is issued solely for value received, paid by Holder to Maker by wire ("Consideration"). The Principal Amount due to Holder shall be prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only required to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this Note.
ARTICLE II.
CONVERSION RIGHTS; CONVERSION PRICE
Section 2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Maturity Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the "Notice Shares") Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other form provided by the Holder, properly completed and duly executed by the Holder or its assigns (a "Conversion Notice"), the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance herewith.
No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice ofConversion.
Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall be equal to the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice@ discount of 40%% of the current per share market price with a 10 day look back as from the date of conversion. The total number of shares due under any conversion notice ("Notice Shares") will be equal to the Conversion Amount divided by the Conversion Price.
Section 2.3. Reorganization, Reclassification, Merger, Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property receivable upon
2
I\.
,\(
or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly as Amounte the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the number of shares of common stock into which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.
Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion of legal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or
(b) a registration statement under the Act covering such securities is in effect.
3
tt.
\Jt,
Section 2.5. Reservation of CommQn_St_ock.
(a) The Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion of this Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted).
(b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note.
(c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder.
(d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.
(e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
(f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock.
4
t\.
NL
Section 2.6. Maximum Conversion.
The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision 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, and Regulation 13d-3 thereunder.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Section 3.1. The Holder represents and warrants to the Maker:
(a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities;
(b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance on such exemption is predicated on the representations of the Holder set forth herein;
(c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive;
(d) Holder is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the Holder's total investment in this Note does not exceed 10% of the Holder's net worth; and
(e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire investment should consider investing in the Maker and this Note.
5
I-\.
i·Jl
Section 3.2 The Maker represents and warrants to Holder:
(a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership interest.
(b) Authorization; Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise hereof) have been duly authorized by the Maker's Board of Directors and no further consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms.
(c) Issuance of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and 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 Maker and will not impose personal liability upon the holder thereof.
(d) Acknowledgment of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Maker.
(e) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial statements with the requisite reporting bodies.
6
t\.
. I
ARTICLE IV. EVENTS OF DEFAULT
Section 4.1. Default. The following events shall be defaults under this Note: ("Events of Default"):
(a) default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become due and payable hereunder; or
(b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or
(c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified mail, return receipt requested; or
(d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a "Custodian"), of it or for all or substantially all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same become due; or
(e) entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days.
Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies:
7
t\..
a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable.
b. Pursue any other rights or remedies available to Holder at law or in equity.
c. The Holder shall receive Liquidated Damages of $200 per day per Event of Default the Maker is in Default pursuant to this Note.
Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or enforce this Note.
Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.
Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.
Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein.
ARTICLE V. MISCELLANEOUS
Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be 15954 Jackson Creek Parkway, Suite B 323, Monument ,Colorado 80132 . Both the Holder or its assigns and the Maker may change the address for service by delivery of written notice to the other as herein provided.
8
,'JI
Section 5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder.
Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note.
Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of Nevada, without regard to conflicts oflaws principles.
Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note of like tenor.
Section 5.6. Omitted Intentionally.
Section 5.7. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.
Section 5.8. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.
Section 5.9. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.
Section 5.10. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument.
9
t\.
IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above.
F B Technologies Global Inc and Illustrato Pictures Interntional , Inc .
l-
By: Nicolas Link
Its: CEO
Acknowledged and Agreed:
ft,, Ul-
Holder: Lee Larson Elmore
By: els Lee Larson
Elmore
10
EXHIBIT 1 CONVERSION NOTICE
(To be executed by the Holder in order to Convert the Note)
TO:
The undersigned hereby irrevocably elects to convert US$ of the Principal Amount of the above Note into Shares of Common Stock ofFB Technologies Global, Inc according to the conditions stated therein, as of the Conversion Date written below which is
180 days from Reg A becomes effective as per the note of Jan 14,2021. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay
all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Maker in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.
Conversion Date:
Applicable Conversion Price: Is based on a discount of 40% of Market share price point the date of the conversion with a look back of 10days $
Signature:
Name:
Address:
Tax I.D. or Soc. Sec. No: Principal Amount to be converted:
US$
Amount of Note unconverted:
US$
Number of shares of Common Stock to be issued:
11
Proof of Wire Payment to be provided by FB Technologies'
12
CORPORATE RESOLUTION OF THE
BOARD OF DIRECTORS OF FB TECHNOLOGIES GLOBAL,INC
We, the undersigned, do hereby certify that at a meeting of the Board of Directors ofFB Technologies Global, Inc a Delaware corporation organized under the laws of the State of Delaware (the "Corporation"), duly held on May 10, 2020 at the offices of the Corporation, which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:
WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Convertible Promissory Note dated May 10, 2020 (the "Note"), in the aggregate principal amounts of (the ''Note"), convertible into shares of common stock@ discounted rate of 40% of the current market price point per share as of the date of the conversion,ofthe Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Securities Transfer Corporation the Corporation's transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Securities Transfer Corporation for all loss, liability, or expense
in carrying out the authority and direction contained in the irrevocable letter agreement (the "Letter Agreement");
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without any further action or confirmation by the Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to fully convert the note under its terms, including issuances subsequent to the initial conversion and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid and non-assessable at the time of their issuance and (iv) the Corporation indemnifies Securities Transfer Corporation, liability, or expense in carrying out the authority and direction contained in the Letter Agreement:
RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions:
The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy ofresolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by laws and the laws of the State of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.
IN WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation.
Dated: May 10, 2020 Members of the Board:
Nicolas Link Tfe: CEO
Title: Director 13
Title:
Title:
NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS AND NEITHER THIS NOTE NOR ANY INTEREST THEREIN NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
CONVERTIBLE PROMISSORY Issue Date: May 10, 2020
Maturity Date: May 10, 2021
NOTE :Principal Amount:$90,000.00
For good and valuable consideration, F B Technologies Global, Inc a Delaware corporation ("Maker"), and or Illustrato Pictures International, Inc. hereby makes and delivers this Promissory Note (this"Note") in favor of Lee Larson Elmore at 15854 Jackson Creek Parkway Ste B 322, Monument , Colorado 80132 ("Holder"), and hereby agrees :fallows:
ARTICLE I.
PRINCIPAL AND INTEREST
Section 1.1 For value received, Maker promises to pay to Holder at such place as Holder or its assigns may designate in writing, in currently available funds of the United States, the principal Amount of Ninety Thousand and no dollars($ 90 ,000.00) Maker's obligation under this Note shall accrue interest at the rate of Six percent (6.0%) per annum from the date hereof until paid in full. Interest shall be computed on the basis of a 365- day year or 366-day year, as applicable, and actual days lapsed. Accrual of interest shall commence on the first business day to occur after the Issue Date and continue until payment in full of the Principal Amount has been made or duly provided for.
Section 1.2 a. All payments shall be applied first to interest, then to principal and shall be credited to the Maker's account on the date that such payment is physically received by the Holder. All transactions here in as of the Payments shall be paid by means of all the parties as to be mutually agreed or as to the bank account to be agreed. by all the parties.
All principal and accrued interest then outstanding shall be due and payable by the Maker to the Holder on or before July 10, 2021(the "Maturity Date") payment is due 21 days after approval of the Reg A whichever is sooner and can be settled by mutual agreement for 125% of the face value.
b. All principal and accrued interest can be retired prior to maturity in part or in whole Principal and plus interest or in part of separate notes with same terms
c. 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 Maker and will not impose personal liability upon the holder thereof.
1
tl.
Section 1.3 This Note is issued solely for value received, paid by Holder to Maker by wire ("Consideration"). The Principal Amount due to Holder shall be prorated based on the consideration actually paid by Holder to Maker, such that the Maker is only required to repay the amount of consideration and the Maker is not required to repay any unfunded portion of this Note.
ARTICLE II.
CONVERSION RIGHTS; CONVERSION PRICE
Section 2.1 Conversion. The Holder or its assigns shall have the right, from time to time, commencing on the Maturity Date of this Note, to convert any part of the outstanding interest or Principal Amount of this Note into fully paid and non-assessable shares of Common Stock of the Maker (the "Notice Shares") 180days after the Reg. A becomes effective at the Conversion Price determined as provided herein. Promptly after delivery to Maker of a Notice of Conversion of Convertible Note in the forms attached hereto as Exhibit 1, or any other form provided by the Holder, properly completed and duly executed by the Holder or its assigns (a "Conversion Notice"), the Maker shall issue and deliver to or upon the order of the Holder that number of shares of Common Stock for the that portion of this Note to be converted as shall be determined in accordance herewith.
No fraction of a share or scrip representing a fraction of a share will be issued on conversion, but the number of shares issuable shall be rounded to the nearest whole share. The date on which Notice of Conversion is given (the "Conversion Date") shall be deemed to be the date on which the Holder faxes, mails or emails the Notice of Conversion duly executed to the Maker. Certificates representing Common Stock upon conversion will be delivered to the Holder within two (2) trading days from the date the Notice of Conversion is delivered to the Maker. Delivery of shares upon conversion shall be made to the address specified by the Holder or its assigns in the Notice ofConversion.
Section 2.2. Conversion Price. Upon any conversion of this Note, the Conversion Price shall be equal to the Conversion Amount shall be the amount of principal or interest electively converted in the Conversion Notice@ discount of 40%% of the current per share market price with a 5 day look back as from the date of conversion. The total number of shares due under any conversion notice ("Notice Shares") will be equal to the Conversion Amount divided by the Conversion Price.
Section 2.3. Reorganization. Reclassification. Merger. Consolidation or Disposition of Assets. In case the Maker shall reorganize its capital, reclassify its capital stock, consolidate or merge with or into another corporation (where the Maker is not the surviving corporation or where there is a change in or distribution with respect to the Common Stock of the Maker), or sell, transfer or otherwise dispose of all or substantially all its property, assets or business to another corporation and, pursuant to the terms of such reorganization, reclassification, merger, consolidation or disposition of assets, shares of common stock of the successor or acquiring corporation, or any cash, shares of stock or other securities or property of any nature whatsoever (including warrants or other subscription or purchase rights) in addition to or in lieu of common stock of the successor or acquiring corporation ("Other Property"), are to be received by or distributed to the holders of Common Stock of the Maker, then Holder shall have the right thereafter to receive, upon conversion of this Note, the number of shares of common stock of the successor or acquiring corporation or of the Maker, if it is the surviving corporation, and Other Property receivable upon2
t\.
,\l
or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock into which this Note is convertible immediately prior to such event. In case of any such reorganization, reclassification, merger, consolidation or disposition of assets, the successor or acquiring corporation (if other than the Maker) shall expressly as Amounte the due and punctual observance and performance of each and every covenant and condition of this Note to be performed and observed by the Maker and all the obligations and liabilities hereunder, subject to such modifications as may be deemed appropriate (as determined in good faith by resolution of the Board of Directors of the Maker) in order to provide for adjustments of the number of shares of common stock into which this Note is convertible which shall be as nearly equivalent as practicable to the adjustments provided for in this Section 2.3(a). For purposes of this Section 2.3(a), "common stock of the successor or acquiring corporation" shall include stock of such corporation of any class which is not preferred as to dividends or assets over any other class of stock of such corporation and which is not subject to redemption and shall also include any evidences of indebtedness, shares of stock or other securities which are convertible into or exchangeable for any such stock, either immediately or upon the arrival of a specified date or the happening of a specified event and any warrants or other rights to subscribe for or purchase any such stock. The foregoing provisions of this Section 2.3(a) shall similarly apply to successive reorganizations, reclassifications, mergers, consolidations or disposition of assets.
Section 2.4. Restrictions on Securities. This Note has been issued by the Maker pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act"). None of this Note or the shares of Common Stock issuable upon conversion of this Note may be offered, sold or otherwise transferred unless (i) they first shall have been registered under the Act and applicable state securities laws or (ii) the Maker shall have been furnished with an opinion oflegal counsel (in form, substance and scope reasonably acceptable to Maker) to the effect that such sale or transfer is exempt from the registration requirements of the Act. Each certificate for shares of Common Stock issuable upon conversion of this Note that have not been so registered and that have not been sold pursuant to an exemption that permits removal of the applicable legend, shall bear a legend substantially in the following form, as appropriate:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"). THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
Upon the request of a holder of a certificate representing any shares of Common Stock issuable upon conversion of this Note, the Maker shall remove the foregoing legend from the certificate or issue to such Holder a new certificate free of any transfer legend, if (a) with such request, the Maker shall have received an opinion of counsel, reasonably satisfactory to the Maker in form, substance and scope, to the effect that any such legend may be removed from such certificate or
(b) a registration statement under the Act covering such securities is in effect.
3
t\..
Section 2.5. Reseryation of Common_Stock.
(a) The Maker covenants that during the period the Note is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock of the Maker upon the Conversion of the Note. The Maker further covenants that its issuance of this Note shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock of the Maker issuable upon the conversion ofthis Note. The Maker will take all such reasonable action as may be necessary to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the OTC Bulletin Board (or such other principal market upon which the Common Stock of the Maker may be listed or quoted).
(b) The Maker shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Maker will (a) not increase the par value of any shares of Common Stock issuable upon the conversion of this Note above the amount payable therefor upon such conversion immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that the Maker may validly and legally issue fully paid and nonassessable shares of Common Stock upon the conversion of this Note, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Maker to perform its obligations under this Note.
(c) Upon the request of Holder, the Maker will at any time during the period this Note is outstanding acknowledge in writing, in form reasonably satisfactory to Holder, the continuing validity of this Note and the obligations of the Maker hereunder.
(d) Before taking any action which would cause an adjustment reducing the current Conversion Price below the then par value, if any, of the shares of Common Stock issuable upon conversion of the Notes, the Maker shall take any corporate action which may be necessary in order that the Maker may validly and legally issue fully paid and non-assessable shares of such Common Stock at such adjusted Conversion Price.
(e) Before taking any action which would result in an adjustment in the number of shares of Common Stock into which this Note is convertible or in the Conversion Price, the Maker shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
(f) If at any time the Maker does not have a sufficient number of authorized and available shares of Common Stock for issuance upon conversion of the Note, then the Maker shall call and hold a special meeting of its stockholders within forty-five (45) days of that time for the sole purpose of increasing the number of authorized shares of Common Stock.
4
,\,l
Section 2.6. Maximum Conversion.
The Holder shall not be entitled to convert on a Conversion Date that amount of the Notes in connection with that number of shares of Common Stock which would be in excess of the Amount of (i) the number of shares of Common Stock beneficially owned by the Holder and its affiliates on Conversation Date, and (ii) the number of shares of Common Stock issuable upon the conversion of the Notes with respect to which the determination of this provision is being made on a Conversion Date, which would result in beneficial ownership by the Holder and its Affiliates of more than 9.99% of the outstanding shares of Common Stock of the Company on such Conversion Date. For the purposes of the provision 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, and Regulation 13d-3 thereunder.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
Section 3.1. The Holder represents and warrants to the Maker:
(a) The Holder of this Note, by acceptance hereof, agrees that this Note is being acquired for investment and that such Holder will not offer, sell or otherwise dispose of this Note or the Common Stock issuable upon conversion hereof except under circumstances that will not result in a violation of the Act or any application state securities laws or similar laws relating to the sale of securities;
(b) That Holder understands that none of this Note or the Common Stock issuable upon conversion hereof have been registered under the Securities Act of 1933, as amended (the "Act"), in reliance upon the exemptions from the registration provisions of the Act and any continued reliance on such exemption is predicated on the representations of the Holder set forth herein;
(c) Holder (i) has adequate means of providing for his current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) is able to bear the substantial economic risks of an investment in this Note for an indefinite period, (iv) at the present time, can afford a complete loss of such investment, and (v) does not have an overall commitment to investments which are not readily marketable that is disproportionate to Holder's net worth, and Holder's investment in this Note will not cause such overall commitment to become excessive;
(d) Holder is an "accredited investor" (as defined in Regulation D promulgated under the Act) and the Holder's total investment in this Note does not exceed 10% of the Holder's net worth; and
(e) Holder recognizes that an investment in the Maker involves significant risks and only investors who can afford the loss of their entire investment should consider investing in the Maker and this Note.
5
-1--l.
Section 3.2 The Maker represents and warrants to Holder:
(a) Organization and Qualification. The Maker and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. The Maker and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. "Material Adverse Effect" means any material adverse effect on the business, operations, assets, financial condition or prospects of the Maker or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. "Subsidiaries" means any corporation or other organization, whether incorporated or unincorporated, in which the Maker owns, directly or indirectly, any equity or other ownership interest.
(b) Authorization: Enforcement. (i) The Maker has all requisite corporate power and authority to enter into and perform this Note and to consummate the transactions contemplated hereby and thereby and to issue the Common Stock, in accordance with the terms hereof, (ii) the execution and delivery of this Note by the Maker and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note and the issuance and reservation for issuance of the Common Stock issuable upon conversion or exercise hereof) have been duly authorized by the Maker's Board of Directors and no further consent or authorization of the Maker, its Board of Directors, or its shareholders is required, (iii) this Note has been duly executed and delivered by the Maker by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Note and the other documents executed in connection herewith and bind the Maker accordingly, and (iv) this Note constitutes, a legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its terms.
(c) Issuance of Shares. The Notice Shares are duly authorized and reserved for issuance and, upon conversion of the Note in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and 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 Maker and will not impose personal liability upon the holder thereof.
(d) Acknowledgment of Dilution. The Maker understands and acknowledges the potentially dilutive effect to the Common Stock upon the issuance of the Notice Shares upon conversion of this Note. The Maker further acknowledges that its obligation to issue Notice Shares upon conversion of this Note is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Maker.
(e) Acknowledgement of Current Financial Statements. The Maker acknowledges that during the existence of this Note, it will not be late or delinquent in filing its financial statements with the requisite reporting bodies.
6
t\-
ARTICLE IV. EVENTS OF DEFAULT
Section 4.1. Default. The following events shall be defaults under this Note: ("Events of Default"):
(a) default in the due and punctual payment of all or any part of any payment of interest or the Principal Amount as and when such amount or such part thereof shall become due and payable hereunder; or
(b) failure on the part of the Maker duly to observe or perform in all material respects any of the covenants or agreements on the part of the Maker contained herein (other than those covered by clause (a) above) for a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy the same, shall have been given by the Holder by registered or certified mail, return receipt requested, to the Maker; or
(c) any representation, warranty or statement of fact made by the Maker herein when made or deemed to have been made, false or misleading in any material respect; provided, however, that such failure shall not result in an Event of Default to the extent it is corrected by the Maker within a period of 5 business days after the date on which written notice specifying such failure, stating that such notice is a "Notice of Default" hereunder and demanding that the Maker remedy same, shall have been given by the Holder by registered or certified mail, return receipt requested; or
(d) any of the following actions by the Maker pursuant to or within the meaning title 11, U.S. Code or any similar federal or state law for the relief of debtors (collectively, the "Bankruptcy Law"): (A) commencement of a voluntary case or proceeding, (B) consent to the entry of an order for relief against it in an involuntary case or proceeding, (C) consents to the appointment of a receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law (each, a "Custodian"), of it or for all or substantially all of its property, (D) a general assignment for the benefit of its creditors, or (E) admission in writing its inability to pay its debts as the same become due; or
(e) entry by a court of competent jurisdiction of an order or decree under any Bankruptcy Law that: (A) is for relief against the Maker in an involuntary case, (B) appoints a Custodian of the Maker or for all or substantially all of the property of the Maker, or (C) orders the liquidation of the Maker, and such order or decree remains unstayed and in effect for 60 days.
Section 4.2. Remedies Upon Default. Upon the occurrence of an event of default by Maker under this Note or at any time before default when the Holder reasonably feels insecure, then, in addition to all other rights and remedies at law or in equity, Holder may exercise any one or more of the following rights and remedies:
7
I\.
:,.;\
a. Accelerate the time for payment of all amounts payable under this Note by written notice thereof to Maker, whereupon all such amounts shall be immediately due and payable.
b. Pursue any other rights or remedies available to Holder at law or in equity.
c. The Holder shall receive Liquidated Damages of $200 per day per Event of Default the Maker is in Default pursuant to this Note.
Section 4.3. Payment of Costs. The Maker shall reimburse the Holder, on demand, for any and all reasonable costs and expenses, including reasonable attorneys' fees and disbursement and court costs, incurred by the Holder in collecting or otherwise enforcing this Note or in attempting to collect or enforce this Note.
Section 4.4. Powers and Remedies Cumulative; Delay or Omission Not Waiver of Default. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy available to Holder under applicable law, and every such right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. No delay or omission of the Holder to exercise any right or power accruing upon any Default occurring and continuing as aforesaid shall impair any such right or power or shall be construed to be a waiver of any such Default or an acquiescence therein; and every power and remedy given by this Note or by law may be exercised from time to time, and as often as shall be deemed expedient, by the Holder.
Section 4.5. Waiver of Past Defaults. The Holder may waive any past default or Event of Default hereunder and its consequences but no such waiver shall extend to any subsequent or other default or Event of Default or impair any right consequent thereon.
Section 4.6. Waiver of Presentment etc. The Maker hereby waives presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically provided herein.
ARTICLE V. MISCELLANEOUS
Section 5.1. Notices. Any notice herein required or permitted to be given shall be in writing and may be personally served or delivered by courier or sent by United States mail and shall be deemed to have been given upon receipt if personally served (which shall include telephone line facsimile transmission) or sent by courier or three (3) days after being deposited in the United States mail, certified, with postage pre-paid and properly addressed, if sent by mail. For the purposes hereof, the address of the Holder shall be 15954 Jackson Creek Parkway, Suite B 323, Monument ,Colorado 80132 . Both the Holder or its assigns and the Maker may change the address for service by delivery of written notice to the other as herein provided.
8
tt.
Section 5.2. Amendment. This Note and any provision hereof may be amended only by an instrument in writing signed by the Maker and the Holder.
Section 5.3. Assignability. This Note shall be binding upon the Maker and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns; provided, however, that so long as no Event of Default has occurred, this Note shall only be transferable in whole subject to the restrictions contained in the restrictive legend on the first page of this Note.
Section 5.4. Governing Law. This Note shall be governed by the internal laws of the State of Nevada, without regard to conflicts oflaws principles.
Section 5.5. Replacement of Note. The Maker covenants that upon receipt by the Maker of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Note, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which shall not include the posting of any bond), and upon surrender and cancellation of such Note, if mutilated, the Maker will make and deliver a new Note oflike tenor.
Section 5.6. Omitted Intentionally:.
Section 5.7. This Note shall not entitle the Holder to any of the rights of a stockholder of the Maker, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholder or any other proceedings of the Maker, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.
Section 5.8. Severability. In case any provision of this Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.
Section 5.9. Headings. The headings of the sections of this Note are inserted for convenience only and do not affect the meaning of such section.
Section 5.10. Counterparts. This Note may be executed in multiple counterparts, each of which shall be an original, but all of which shall be deemed to constitute one instrument.
9
t\..
,\'I
IN WITNESS WHEREOF, with the intent to be legally bound hereby, the Maker as executed this Note as of the date first written above.
F B Technologies Global Inc. and Illustrato Pictures International, Inc
I-
By: Nicolas Link
Its: CEO
Acknowledged and Agreed:
ft,, 14.,
Holder: Lee Larson Elmore
By: els Lee Larson
Elmore
10
EXHIBIT 1 CONVERSION NOTICE
(To be executed by the Holder in order to Convert the Note)
TO:
The undersigned hereby irrevocably elects to convert US$ of the Principal Amount of the above Note into Shares of Common Stock ofFB Technologies Global, Inc according to the conditions stated therein, as of the Conversion Date written below If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Maker in accordance therewith. No fee will be charged to the Holder for any conversion, except for such transfer taxes, if any.
Conversion Date:
Applicable Conversion Price: Is based on a discount of 40% of Market share price point the date of the conversion with a look back of 5 days $
Signature:
Name:
Address:
Tax I.D. or Soc. Sec. No:
Principal Amount to be converted:
US$
Amount of Note unconverted:
US$
Number of shares of Common Stock to be issued:
11
Proof of payment will be provided by FB Technologies
12
CORPORATE RESOLUTION OF THE
BOARD OF DIRECTORS OF FB TECHNOLOGIES GLOBAL,INC
We, the undersigned, do hereby certify that at a meeting of the Board of Directors ofFB Technologies Global, Inc a Delaware corporation organized under the laws of the State of Delaware (the "Corporation"), duly held on Janl4, 2021 at the offices of the Corporation, which said meeting no less than two directors were present and voting throughout, the following resolution, upon motions made, seconded and carried, was duly adopted and is now in full force and effect:
WHEREAS, the Board of Directors of the Corporation deem it in the best interests of the Corporation to enter into the Convertible Promissory Note dated Jan 14,2021, 2020 (the "Note"), in the aggregate principal amounts of (the "Note"), convertible into shares of common stock@ discounted rate of 40% of the current market price point per share as of the date of the conversion,of the Company (the "Common Stock"), upon the terms and subject to the limitations and conditions set forth in such Note, along with an irrevocable letter agreement with Securities Transfer Corporation the Corporation's transfer agent, with respect to the reserve of shares of common stock of the Corporation to be issued upon any conversion of the Note; the issuance of such shares of common stock in connection with a conversion of the Note; and the indemnification of Securities Transfer Corporation for all loss, liability, or expense in carrying out the authority and direction contained in the irrevocable letter agreement (the "Letter Agreement");
NOW, THEREFORE, BE IT:
RESOLVED, that the Corporation is hereby authorized to enter into the Agreement, the Note and the Letter Agreement which provides in pertinent part: (i) reserve shares of common stock of the Corporation to be issued upon any conversion of the Note; (ii) issue such shares of common stock in connection with a conversion of the Note (issuance upon receipt of a notice of conversion of the holder of the Note) without any further action or confirmation by the Corporation; (iii) hereby authorizes the issuance of such number of shares as will be necessary to fully convert the note under its terms, including issuances subsequent to the initial conversion and/or those due under Section 2.2 of the Note, and any such shares shall be considered fully paid and non-assessable at the time of their issuance and (iv) the Corporation indemnifies Securities Transfer Corporation, liability, or expense in carrying out the authority and direction contained in the Letter Agreement:
RESOLVED, that any executive officer of the Corporation be, and hereby is, authorized, empowered and directed, from time to time, to take such additional action and to execute, certify and deliver to the transfer agent of the Corporation, as any appropriate or proper to implement the provisions of the foregoing resolutions:
The undersigned, do hereby certify that we are members of the Board of Directors of the Corporation; that the attached is a true and correct copy of resolutions duly adopted and ratified at a meeting of the Board of Directors of the Corporation duly convened and held in accordance with its by laws and the laws of the State of Nevada, as transcribed by us from the minutes; and that the same have not in any way been modified, repealed or rescinded and are in full force and effect.
IN WITNESS WHEREOF, We have hereunto set our hands as CEO and Members of the Board of Directors of the Corporation.
Dated: Jan14, 2021 Members of the Board:
Nicolas Link
CEO
Title: Director 13
Title:
Title:
EXHIBITB
STOCK PURCHASE AGREEMENT
Tt-11S STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 10, 2020, is made by and between the Sellers listed on Schedule A hereto ("Sellers", and individually a "Seller" LEE LARSON ELMORE) and FB Technologies Global ,Inc a Delaware Corporation hereto ("Buyer").
Sellers own 60,741,000 shares of ILUS Class D Preferred Stock and 10,000,000 shares of ILUS Class A Preferred Stock and 360,000,000 common (herein, collectively referred to as the Control block ("Shares") of llustrato Pictures International, Inc.a Nevada corporation (the "Company"), which Shares constitute the issued and outstanding Capital stock of the company will be confirmed and issued by the transfer agent to buyer and or its designees to be determined
Buyer wishes to acquire from Sellers, and Sellers wish to transfer to Buyer, the Shares, upon the terms and subject to the conditions set forth herein.
Accordingly, the parties hereto agree as follows:
1. Purchase and Sale of Shares.
(a) Purchased Shares. Subject to the terms and conditions provided below, Sellers shall sell and transfer to Buyer and Buyer shall purchase from Sellers, on the Closing Date (as hereinafter defined) the Shares.
(b) Purchase Price and Terms: The total purchase price of cash and promissory note for the Shares is One hundred and Forty Thousand($140,000.00) of which Twenty
Thousand Dollars ($20,000.00) Doilars shall be transferred to the Sellers payable upon
execution of this agreement payable provided in Section 2.2(b) below and the balance of
Thirty Thousand ($30,000.00) shall be paid in 3 installments of Ten Thousand ($10,000) per month for 3 months and the balance of Ninety Thousand and No Dollars ($90,000.00) will be evidenced by a promissory note at an interest rate of 6% per annum for a one year term and with conversion rights of 40% of stock market price with look back provision 5 days . Upon signing this agreement and making the payment of $20,000.00 the issuance of the control block of 360,000,000 common and Preferred Class A and Preferred Class D will be transferred to the buyer and confirmed by the Transfer Agent
(c) Closing. Subject to the terms and conditions of this Agreement, the closing of
the transactions contemplated in this Agreement (the "Closing") shall take place on May 10, 2020 place ,or as soon as possible or when possible waiver or
satisfaction of the conditions set forth in this Agreement or at such other time upon which the parties agree to extend.
2. Conditions.
2.1 Buyer's Conditions to obligations hereunder to purchase and pay for the Shares are subject to the satisfaction, on or before the Closing, of
following conditions, any of which may be waived, in whole or in part, by the Buyer in its sole discretion, and each Seller shall use its best efforts to cause such conditions to be fulfilled:
(a) Representations and Warranties Correct; Performance. The representations and warranties of Sellers contained in this Agreement (including the exhibits and schedules hereto) shall be true, complete and accurate when made and on and as of the date hereof. Sellers shall
have duly and properly performed, complied with and observed their covenants, agreements and obligations contained in this Agreement to be performed, complied with and observed on or before the Closing.
(b) Purchase Permitted by Applicable Laws. The purchase of and payment for the Shares to be acquired by Buyer hereunder shall not be prohibited by any applicable law or governmental regulation.
(c) Delivery of Documents. Sellers shall have delivered, or caused to be deliver or to confirm by accessing the disclosure filings of the OTC delivered or to confirm in
accordance with the terms of Seller, and Buyer (i) according to the recorded filings as on
a true and complete copy of the Articles of Incorporation of the Company and all amendments; as to the recorded filings (ii) a true and complete copy of the Bylaws of the
Company and all amendments; (iii) a
good standing certificate for the Company from the Secretary of State of the State of Nevada as of a recent date; (iv) ledger recording at Transfer to buyer name representing the Shares, duly endorsed for transfer or accompanied by (v) an updated true and complete shareholder list from the Company's transfer agent; (vi) the executed signature pages to
this Agreement signed by Sellers; ; (vii) resignation letters of all current officers and directors of the Company and resolutions appointing such designees as shall be chosen
by Buyer, all effective upon the Closing; and (viii) all other consents, agreements, schedules, documents and exhibits required by this Agreement to be delivered by Sellers
at or before the Closing.
(d) Appointment of New Directors; Resignation of Officers and Directors. On or
Before the Closing, Sellers shall have taken all appropriate actions to: duly appointed to the board of directors and as the officers of the Company such designees as Buyer shall choose and deliver the written resignations of all current officers and directors of the Company . Larson Elmore the Current CEO and Director will resign but will continue to
serve as a designated title to be determined for a period of 6 months without compensation during the transition of the company with the appointment of the new Directors and or Officers.
(e) No ...,,,c,rca Decision. There shall be no action, suit, investigation or proceeding pending or threatened by or before any court, arbitrator or administrative or governmental body which seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
(f) Approvals and Consents. Sellers shall have duly obtained all authorizations, consents, rulings, approvals, licenses, franchises, permits and certificates, or exemptions therefrom, by or of all federal, state and local governmental authorities and non-governmental administrative or regulatory agencies having jurisdiction over the parties hereto, this Agreement, the Shares, or the transactions contemplated hereby, including, without limitation, all third parties pursuant to existing agreements or instruments by which any Seller may be bound, which are required for the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, at no cost or other adverse consequence to Buyer or the Company and all thereof shall be in full force and effect at the time of Closing.
2.2 Sellers' Conditions to Closing. The obligation of Sellers to consummate the transactions contemplated hereby are subject to the fulfillment of the following conditions on or prior to the Closing, any of which may be waived, in whole or in part, by Sellers and each Buyer shall use its best efforts to cause such conditions to be fulfilled:
2
(a) No Adverse Decision. There shall be no action, suit, investigation or proceeding pending or threatened by or before any court, arbitrator or administrative or governmental body which seeks to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or questions the validity or legality of any such transactions or seeks to recover damages or to obtain other relief in connection with any such transactions.
(b) Payment of Purchase Price. The aggregate purchase price for the Shares is One Hundred and Fourty Thousand ($140,000.00) of which $20,000.00 shall be paid on
execution of this agreement to the seller and the balance of thirty thousand in 3 monthly installments of ten thousand ($10,000.00) which the balance of of Ninety Thousand shall be evidence by a promissory note at the rate of 6% interest for one year with conversion rights of 40% of the market price with a 5 day look back .
Closing will occur upon of "'h"'''"·"'"' to buyer and of the document as to Schedule A
3. Representations and Warranties of Seller. Sellers represent and warrant to Buyer, jointly and severally, as of the date of this Agreement as of the Closing Date as follows:
(a) Organization and Good Standing. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, and has the requisite corporate power to own its properties and to carry on its business as now being conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it makes such qualification necessary other than those jurisdictions in which the failure to so qualify would not have a material and adverse effect on the business, operations, properties, prospects or condition (financial or otherwise) of the Company. The Company's Common Stock is listed and traded on the OTCPink. The Company is not in violation of any OTC Markets requirements for trading and does not anticipate that the stock will be delisted in the future. The Company's Common Stock is DTC eligible.
(b) Authority. Each Seller has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement The execution, delivery and performance of this Agreement by Sellers and Buyer and the consummation by each of the transactions contemplated hereby by each Seller and the Company, have been duly authorized by all necessary action on the part of each Seller and the Company. This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of each Seller, enforceable against each Seller in accordance with its terms, subject to: (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not result in a breach, violation or default or give rise to an event which, with the giving of notice or after the passage of time, or both, would result in a breach, violation or default of any of the terms or provisions of the Company's Articles of Incorporation, By-Laws or of any material indenture, agreement, judgment, decree or other instrument or restriction to which a Seller or the Company are a party or by which a Seller, the Company or any of the assets of the Company may be bound or affected; the execution and delivery of this Agreement have been and, as of the Closing Date, the consummation of the transactions contemplated hereby will have been, duly authorized, and no authorization or approval, whether of the shareholders or directors of
the Company or of governmental bodies or otherwise, will be necessary in order to enable the Company or Sellers to enter into and perform same.
(c) Capitalization. The authorized capital stock of the Company consists issued 767,297,266 shares of common $0.001 par value and issued of 10,000,0000 shares of Class A Preferred stock of 0.001 par value 60,741,000 shares of Class D Preferred stock
at $0.001 par value, of which 60,741,000 shares are issued and outstanding and 360,000,000 of common shares are issued. The Shares being sold to Buyer constitute a control block of the issued and outstanding capital stock of the Company,are directly owned of record and beneficially by Sellers, have been duly authorized and validly issued and are fully paid and non-assessable herein sets forth a true and complete history of the issuance and cancellation, where applicable, of all the shares of capital stock of the Company and the share certificates evidencing the same, which have heretofore been issued by the Company. There are no securities of the Company outstanding that contain anti-dilution or similar provisions that will be triggered by the
sale of the Shares. There are no outstanding preemptive, conversion or other rights, options, warrants or agreements granted or issued by or binding upon the Company for the purchase or acquisition of any shares of the Company's capital stock, including, without limitation, the Shares. Sellers will, at the Closing, transfer to Buyer good title to the Shares, free and clear of any mortgages, liens, pledges, security
interests, charges, restrictions, claims or encumbrances of any nature. The Company does not hold any equity interest in any other entity. There are no agreements for the registration of any outstanding common shares of the Company'stock.
(d) Liabilities. Following the Closing, Sellers will have no debts, liabilities or obligations relating to the Company or its business or activities, and the Company will have no debts or liabilities whether before or after the Closing, and there are no outstanding guaranties, performance or payment bonds, letters of credit or other contingent contractual obligations
that have been undertaken by any Seller directly or indirectly in relation to the Company or its business or by the Company and that may survive the Closing.
(e) Litigation. There are no actions, suits, proceedings or investigations (including any purportedly on behalf of the Company or Sellers) pending or threatened against or affecting the businesses or properties of the Company or Sellers, whether at law or in equity or admiralty or before or by any governmental department, commission, board,
court or rir".,,..""'"''" or ,.,..,,..,a,,.,n· nor is the operating under, subject to, in violation of or in default with respect to, any judgment, order, writ, injunction or of any court or other governmental department, commission, board, agency or instrumentality, domestic or foreign. No written inquiries or oral inquiries have been made directly to a Seller by any governmental agency which might form the basis of any such action, suit, proceeding or investigation, or which might require the Company to undertake a course of action which would involve any expense. No filings have been made by any present or former employee with the Equal Employment Opportunity Commis- sion or any governmental agency, asserting any claim based on alleged race, gender (including, without limitation, sexual harassment), age or other type of discrimination on the part of
the Company.
(f) Transactions with Affiliates. There are no existing loans, leases, royalty agreements, employment contracts, webmaster agreements or any other agreement or arrangement, oral or written, between the Company, on the one hand, and any past or present shareholder or director of the Company (or any member of the immediate family of such shareholder or director of any entity in which such shareholder or director has any equity or other economic interest), on the other hand.
(g) Enforceability. The execution, delivery and performance by Sellers of this Agreement are within Sellers' powers. This Agreement has been duly executed and delivered by Sellers and constitutes the valid and binding agreement of Sellers, enforceable against Sellers in
according to its terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors' rights generally and by general equitable principles.
(h) No Untrue Representation or Warranty. No representation or warranty made by Sellers or the Company contained in this Agreement or any attachment, statement, schedule, exhibit, certificate or instrument furnished or to be furnished to Buyer by pursuant hereto, or otherwise furnished in writing by in connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact necessary to make the statements contained herein or therein not misleading.
(i) Books and Records. The books of account, minute books, stock record books, and other records of the Company, all of which have been made available to Buyer, are accurate and complete in all material respects, and the Company has all the information
it to i"'t"\rV''l!''\IOtO o,:;,rr,::>nH with the OTC for the periods
September its Annual Report with the OTC for the period ended December 31, 2019.
(j) Taxes. The Company has or filed all federal and state income and all other tax returns, repmis and declarations required by any jurisdiction to which it is subject and has paid all taxes and other governmental assessments and charges shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to which such returns, reports or declarations apply.
(k) Patents, Trademarks, Etc. There are no inventions, licenses, patents, patent applications, trademarks, copyrights, trademark or copyright applications or registrations, pending or existing, owned by or registered in the name of the Company and the present conduct of the business of the Company does not infringe upon or violate any patents, trademarks, trade names, trade secrets or copyrights of anyone, nor has the Company received any notice of any infringement thereof.
(I) Compliance with Law. The Company is not in violation of any laws, governmental orders, rules or regulations, whether federal, state or local, to which it or any of its properties are subject, which may have a material adverse effect as to the Company, or its assets.
(m) OTC Markets, Financial Statements. The Company has delivered to Buyer true and complete copies of all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets, Inc. ("OTC") pursuant to the OTC Pink Basic Disclosure Guidelines (the "OTC Documents"), except for exhibits and incorporated documents. The Company has not provided to Buyer any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement.
As of their respective dates, the OTC Documents complied in all material respects with the requirements of the OTC Pink Basic Disclosure Guidelines and the rules and regulations of the OTC relating thereto and any other federal, state and local laws, rules and regulations applicable to such OTC Documents, and none of the OTC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the OTC Documents comply as to form in all material respects with applicable accounting requirements
the published rules and regulations of the or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company's common stock is not required to be registered under the Securities Exchange Act of 1934, as amended.
(n) Absence of Certain Changes. there has been no material adverse change and no material adverse development in the business, properties, operations, financial condition, or results of operations of the Company.
(o) Full Disclosure. There is no fact known to the Company or any Seller (other than general economic conditions known to the public generally) that has not been disclosed in writing to Buyer that: (i) would reasonably be expected to have a material adverse effect on the business or financial condition of the Company or (ii) would reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement.
4. Representations and Warranties of Buyer. Buyer represents and warrants to Sellers as of the date hereof as follows:
(a) Authority. Buyer has full power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.
(b) Enforceability. This Agreement constitutes the valid and binding obligation of Buyer, enforceable in accordance with its terms, except as enforceability is limited by: (i) any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors' rights generally or (ii) general principles of equity, whether
considered in a proceeding in equity or at law. (c) Consents. Buyer is not required to
obtain the consent of any person, including the consent of any party to any contract to which Buyer is a party, in connection with execution and delivery of this Agreement and performance of its obligations hereunder.
5. Covenants of the Parties.
(a) Further Assurances. of the parties agrees that, at any time the Closing, upon the request of the other party each will do, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, al! such further acknowledgments, deeds, assignments, bills of sale, transfers, conveyances, instruments, consents and assurances as may reasonably be required for the better assigning, transferring, granting, conveying, assuring and confirming to Buyer, its successors and assigns, the Shares to be sold or assigned to Buyer as provided herein and effecting the other covenants contemplated hereby.
(b) Cooperation. The parties shall cooperate with each other fully with respect to actions required or requested to be undertaken with respect to tax audits, administrative actions or proceedings, litigation and any other matters that may occur after the Closing, and each party
6
shall maintain and make available to the other party upon request all corporate, tax and other records required or requested in connection with such matters.
(c) Publicity. Each of the parties hereto agrees that no publicity release or announcement concerning the transactions contemplated hereby or the terms and conditions of this Agreement shall be issued without the advance approval of the form and substance thereof by Buyer.
6. Miscellaneous.
(a) Counterparts and Electronic Means. This Agreement may be signed in any number of counterparts, each of which will be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be signed by facsimile or other means of electronic communication capable of reproducing a printed copy and shall be deemed effective for all purposes.
(b) Amendments and Waivers.
(i) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective.
(ii) No failure or delay by any party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise
preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided will be cumulative and not exclusive of any rights or remedies provided by law.
(c) Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns and nothing herein expressed or implied will give or be construed to give to any person, other than the parties hereto, and such permitted successors and assigns, any legal or equitable rights hereunder.
(d) Governing Law. This Agreement will be governed by, and construed in accordance with, the internal substantive law of the State of Nevada.
(e) Headings. The headings in this Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions hereof.
(f) Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement. This Agreement supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter hereof of this Agreement.
(g) Severability. if any provision of this Agreement or the application of any such provision to any person or circumstance is held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the remainder of the provisions of this Agreement (or the application of such provision in other jurisdictions or to Persons or circumstances other than those to which it was held invalid, illegal or unenforceable) will in no way be affected, impaired or invalidated, and to the extent permitted by applicable law, any such provision will be restricted in
applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the parties prior to the determination of such invalidity or unenforceability.
(h) Notices. Any notice, request or other communication hereunder shall be given in writing, electronically digitally and or shall be served either personally, by overnight
delivery or delivered by mail, certified return receipt and addressed to the following addresses:
demands, assessments or judgments, costs and reasonable expenses reasonable attorneys' fees) incident to the operation of the Company prior to the date hereof.
U) Notice of Claim, Assumption of Defense and Settfement of Claims. A Buyer shall promptly give notice (an "Indemnification Notice") in accordance with paragraph (h) of this Section 6 to Seller (herein, the "Indemnifying Party") after Buyer shall have knowledge of any demands, claims, actions or causes of action (singly, a "Claim" and hereinafter referred to collectively as "Claims") which might give rise to a Claim by Buyer against
Sellers stating the nature and basis of said Claim and amount therefore but not to
exceed the amount of funds for the the to the extent known not to exceed the limit of
$10,000.
A failure to give notice hereunder shall not relieve the Indemnifying Party from any obligation hereunder unless such failure to give notice shall materially and adversely affect Indemnifying Party's ability to defend the Claim. Each such Indemnification Notice shall specify in reasonable detail the nature and amount of the Claim and shall, to the extent available to Buyer, include such supporting documentation as shall reasonably be necessary to apprise the Indemnifying Party of the facts giving rise to the Claim. After the delivery of an Indemnification Notice certifying that Buyer has incurred or had asserted against it any liabilities, claims, losses, damages, costs or expenses for which indemnity may be sought in accordance with the terms of this paragraph U) of this Section 6 (the "Damages"), Buyer shall make a claim in an amount equal to the incurred Damages or asserted Damages, as the case may be (which, in the case of any asserted Damages shall include each Buyer's reasonably estimated cost of the defense thereof, hereinafter the "Estimated Defense Costs"). The right to indemnification hereof and the amount or estimated amount thereof, as set forth in such notice, shall be deemed agreed to by the Indemnifying Party unless, within 30 days after the date of such notice (the expiration of such 30-day period being hereinafter referred to as the "Liability Notice Deadline Date"), Buyer is notified in writing pursuant to paragraph
(h) of this Section 6 that the Indemnifying Party disputes the right to indemnification as set forth or estimated in such notice or that it elects to defend, in the manner hereinafter provided, the claim of a third party giving rise to such indemnification right. If the Indemnifying Party disputes the right to indemnification as herein above provided or elects to defend the claim of the third party, the same shall be deemed determined when finally
determined by a court or tribunal from which no appeal is or may be taken or when the defense thereto.
With respect to any third party Claims made subsequent to the Closing, the following procedures shall be observed:
(i) Promptly after delivery of an Indemnification Notice in respect of a Claim, the Indemnifying Party ,:nay elect, by written notice to Buyer, to undertake the defense thereof with counsel reasonably satisfactory to Buyer and at the sole
cost expense the Indemnifying In the Indemnifying Party elects to assume the defense of any such Claim, it shall not, except as provided in paragraph (ii) below, be liable to for legal fees, costs and expenses incurred by Buyer after the date thereof, in connection with such defense. Buyer shall have the right to participate in, but not control the conduct of, any such action through counsel of its own choosing, at its own expense.
(ii) Unless and until the Indemnifying Party assumes the defense of the third party Claim as provided in paragraph (i) above, or in the event the Indemnifying Party
ceases to conduct such defense, Buyer may defend against the third party Claim in any manner it reasonably may deem appropriate, at the expense of the Indemnifying Party.
(iii) Failure by the Indemnifying Party to notify Buyer of its election to defend any such action by the Liability Notice Deadline Date shall be deemed a waiver by the Indemnifying Party of its right to defend such action. If the Indemnifying Party assumes the defense of any such Claim, its obligations hereunder as to such Claim shall be limited to taking all steps necessary in the defense or settlement of such Claim and to holding Buyer harmless from and against any and all losses, damages, expenses and liabilities awarded in any such proceeding or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such Claim.
(iv) The Indemnifying Party shall not, in the defense of any such Claim, consent to the entry of any judgment or enter into any settlement with respect to the third party Claim without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), except that no consent of Buyer shall be required if the judgment or proposed settlement (1) involves only the payment of money damages to be paid by the Indemnifying Party and does not impose any injunction or other equitable relief upon Buyer, (2) includes as an unconditional term thereof a full dismissal of the litigation or proceeding with prejudice and the delivery by the claimant or plaintiff to Buyer of a release from all liability with respect to such claim or litigation, and (3) does not by its terms attribute liability to Buyer.
In no event consent to the entry of judgment or enter into any settlement with to third Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.
Buyer will cooperate fully with the Indemnifying Party in the conduct of any proceeding as to which the Indemnifying Party assumes the defense hereunder. Such cooperation shall include: (i) providing the Indemnifying Party and its counsel access to all books and records of the Company to the extent reasonably related to such proceeding; (ii) furnishing information about Buyer to the Indemnifying Party and their counsel; (iii) making employees available to counsel to the Indemnifying Party; and (iv) preserving the existence of and maintaining all books and records of the Company.
(I) Remedies Cumulative. The remedies provided to Buyer herein shall be only for the funds advanced to seller and shall preclude Buyer from asserting any other rights or seeking any other remedies against an Indemnifying Party or his or its respective heirs, successors or assigns. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent or subsequent assertion or employment of any other appropriate right or remedy.
(m) Termination. This Agreement may be terminated at any time prior to the Closing Date contemplated hereby by either party:
(i) the termination by either parties;
(ii) Sellers, if there has been a material breach by Buyer of any
material representation, warranty, covenant or agreement set forth in this Agreement on the part of Buyer that is not cured, to the reasonable satisfaction of Sellers, within 2 Business Days after notice of such breach is given by Sellers
(iii) Buyer, if there has been a material breach by Sellers of any material representation, warranty, covenant or agreement set forth in this Agreement on
the part of Seller that is not cured by the breaching party, to the reasonable satisfaction of Buyer, within 2 Business Days after notice of such breach is given
by Buyer
(iv) Sellers, on the one hand, or Buyer, on the other hand, if the transaction contemplated by this Agreement has not been consummated prior May 10, 2020 through no fault of the party terminating the Agreement, unless the parties hereto agree to extend such date in writing; or
(v) any party if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the transaction contemplated by this Agreement has become final and non-appealable.(in any case, each a "Termination Date").
(n) Currency. All monetary amounts set out herein are stated in United States dollars.
(o) Schedules and Exhibits. The schedules and exhibits are attached to this Agreement and incorporated herein.
[REMAINDER PAGE INTENTIONALLY LEFT BLANK]
SCHEDULE "A"
UST SELLERS:
LEE LARSON ELMORE
TO BE SOLD TO BUYER-10,000 ,000 Preferred
Class A, 60,741,000 Preferred Class D and 360,000,000 common
Total Amount :
$140,000. 00
Confirmation and Delivery at Closing
Good Standing Letter of Sec of State of Nevada Resignation Letter of CEO and
Director
Appointment of New CEO and Director
Board Resolution Letter to Security
Transfer Corpora.tion
Holder list Transfer
Current
Issuance confirmation of Control Block of Preferred Class A and D and 360,0001000 common shares from Transfer Agent to Buyer
SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT
the parties hereto have caused this Agreement to be duly executed and delivered, effective as of the date first above written.
SELLER(S)
Date: May l 0, 2020 Signature:
BUYER: FB Technologies Global , Inc
Address:
Signature
itfoCEO
lfto Buyers :FB Technologies Global A Delaware Corporation
If to Sellers:
c/o Larson Elmore,15954 Jackson Creek Parkway, Ste. 8-322 Monument, Colorado 80132
By:
i)
(i) Survival and Indemnity
(i) Survival of Covenants, Representations and Warranties. The representations and warranties set forth in Sections 3 and 4, the covenants set forth in Section 5 and the provisions of this Section 6 shall survive and remain in effect following the Closing Date.
(ii) Indemnity Against Claims. Sellers, jointly and severally, hereby agree to indemnify and hold each Buyer harmless from and against the following:
(1) Any and all liabilities, losses, damages, claims, costs and reasonable expenses suffered by Buyer (whether awarded against Buyer or paid by Buyer in settlement of a claim), resulting from any misrepresentation, breach of any warranty, or non-fulfillment of any covenant or agreement on the part of Sellers contained in this Agreement or in any written statement, attachment, schedule, exhibit or certificate furnished or to be furnished by Sellers to Buyer pursuant hereto; and
(2) Any and all actions, suits, proceedings, demands, assessments or judgments, costs and reasonable expenses (including reasonable attorneys' fees) incident to any of the foregoing and any and all actions, suits, proceedings,
FOR VALUE RECEIVED,
Name of Seller: l..,c;:-:>J.?:.50n
Elmore
IRREVOCABLE STOCK POWER FORM
(Please prinl_!!_1'_t/i!.!!,_"1?'!te name and addr :s_: ini:l!!_din _ ip co!!_ _C>f assignee).
Hereby sell, assign and transfer unto:
FB Technologies Global, Inc, Preferred Class A, 10,000,000 Shares of lllusrtato
-Pictures International, Inc EIN 61-1936387 Little Falls, Wilmington,Delaware 19808
Of the capital stock represented by the within certificate and do hereby irrevocably constitute and appoint Securities Transfer Corporation, Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Datc:QS/21/2020 Social Sec_l:lri!Y..Qr other i of _:5..5-b-
Signe -;; 2--
(person(s) executing this power sign(s) here)
Affix a Medallion Signature Guarantee imprint >
/
,.,,/'
IMPORTANT READ CAREI<'ULLY
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatsoever. The signature of the person executing this power must be guaranteed by an eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association participating in a Medallion Program approved by the Securities Transfer Association, Inc..
Unfortunately no other form of signature verification can be accepted.
· n,
IRREVOCABLE STOCK POWER FORM
FOR VALUE RECEIVED,
Name of Seller: e LoJ:S_On
Elmore (Please print or-t;ypewrite-name-and address,-ineluding-z-ip-eode;·(;)fassignee) --·
Hereby sell, assign and transfer unto: FB Technologies
Global, Inc. 360,000,000 common shares of Illustrato
Pictures International, Inc. EIN_61-1936387@J.-ittlc -·--- Falls, Wilmington, Delaware, 19808
Of the capital stock represented by the within certificate and do hereby irrevocably constitute and appoint Securities Transfer Corporation, Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Date:05/21/202Q Socia1Sec.urity or other identifying -IJ. - f 34
. - ..
-"'Z--- _-2--
S1 c.- _:--_:: -. --·
(person(s) executing this power sign(s) here)
0\ i.:/itti:)tiit\::r::
Affix a Medallion Signature Guarantee imprint >
;( u!
c.c\ ,C- ,! . , I c , , • f,,I .
IMPORTANT READ CAREFULLY
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular without alteration or enlargement or any change whatsoever. The signature of the person executing this power must be guaranteed by an eligible Guarantor Jnstitution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association participating in a Medallion Program approved by
the Securities Transfer Association, Inc..
Unfortunately no other form of signature verification can be accepted.
IRREVOCABLE STOCK POWER I<'ORM
FOR VALUE RECEIVED,
Name of Seller: Lee Lar on
Elmore
(Please print otJyJHlwmename.a11.d addr:ess,_in_c;/1fding zi1Lcode,..of gss1go.e.e) ,
Hereby sell, assign and transfer unto:
FB Technologies Global, Inc, Preferred
Class D ,60,471,000 Shares EIN :.t==s s- v ._ -r-: ::Lllv s--t v"'to
Wilmington Delaware, 19808
tP i c:-t LA v e s. -J_"'l (@ v- vi "< t/ ci 11 e;..., (
9-.' ·-:t.t-1c,
b 'S. / 2 1/z.o l. O
Of the capital stock represented by the within certificate and do hereby irrevocably constitute and appoint Securities Transfer Corporation, Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.
Date:_05/21/2020 Social S urity_orother ide : g_ e· n! ----·:· 8-6022
Signcc'I: /
..-
.,,_. . ...- --·e::.::./ .. c-
(person(s} executing this power sign(s) here)
Affix a Medallion Signature Guarantee imprint >
IMPORTANT READ CAREFULLY
The signature to this assignment must correspond with the name as written upon the face of the certificate in every pa1ticular without alteration or enlargement or any change whatsoever. The signature of the person executing this power must be guaranteed by an eligible Guarantor Institution such as a Commercial Bank, Trust Company, Securities Broker/Dealer, Credit Union, or Savings Association participating in a Medallion Program approved by the Securities Transfer Association, Inc..
Unfortunately no other form of signature verification can be accepted.
EXHIBITC
NEWS RELEASE Jan 26, 2021
OTC:ILUS acquires FB Technologies a global technology company in the Fire & Rescue market
& appoints new CEO & Board
United States, New York, Jan 26, 2021 (lssuewire.com) - NEW YORK, January. 26, 2021
/lssuewire/ -- llustrato Pictures International Inc (OTC: ILUS), Mr. Larson Elmore has stepped down as CEO and appointed Mr. Nicolas Link as CEO, with immediate effect. The outgoing Larson Elmore spent almost 2 years looking for the right merger candidate for ILUS. The new CEO, Nicolas, is highly experienced as an entrepreneur, having founded and grown multiple international companies over the past 20 years in numerous countries including Asia, Middle East, Europe, and Africa. Under Nicolas, ILUS is refocusing as an M&A company, executing a roll-up strategy acquiring companies that are technology orientated, mainly but not limited to the Fire & Rescue sector globally. The company will also change its name to ILUS International Inc, with immediate effect, and has launched its new website. The first acquisition signed is an international technology group FB Technologies Global Inc, known as FireBug Group, which was founded by Nicolas Link in the UK and has a highly experienced management team with factories in the United Kingdom & Dubai, focusing on technology for the Fire & Rescue sector including the first 6x6 Electric UTV (EV) and who manufacture rapid response vehicles that are usually at least 63% more efficient than conventional Fire Fighting Vehicles. FireBug Group has invested almost $4mil into its Research and Development over the past few years and has received numerous patents, the company has been backed by 2 family offices in Europe who provided the initial founding capital. FireBug Group commercialized their product range in 2018 and have already supplied to many of the world's leading brands in more than 20 countries.
Nicolas CEO said, "FireBug merging into ILUS provides the ideal platform for the companies to grow their Brand, Footprint, Revenue, and the Shareholder value exponentially". ILUS is in the late stages of bringing the company current and preparing to submit a Regulation A application for fundraising and has intentions for the company to become fully reporting during 2021. The fundraising is in order to facilitate further acquisitionsand working capital. The company has received early-term sheets from financial institutions for the first $5mil of the Reg A funding. The company is in late-stage negotiations with 2 further acquisition targets. Further information will be released and investors are encouraged to follow the company's Twitter
EXHIBITD
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
Ilustrato Picture International, Inc
a Nevada corporation,
IN LIEU OF A SPECIAL MEETING
I, the undersigned, being the sole member of the Board of Directors of Illustrato Pictures International, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), do by this writing unanimously consent to take the following actions and adopt the following resolutions in accordance with the terms of Section 78.315 of the Nevada Revised Statutes:
WHEREAS, the Company in its best interest is to issue to Larson Elmore 71,640,000 common shares for services rendered a .001 Par value.
NOW, THEREFORE, IT IS HEREBY RESOLVED that the Company hereby approves, ratifies and adopts said agreements .
RESOLVED FURTHER, that the officers of the Company are hereby authorized to take any and all actions to implement the resolutions contained herein.; and
RESOLVED FURTHER, that an executed copy of these resolutions shall be placed in the minute book of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent of Board of Directors, this 16th day of January, 2021.
CEO /Director Nicolas Link
NL
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
Ilustrato Picture International, Inc
a Nevada corporation,
IN LIEU OF A SPECIAL MEETING
I, the undersigned, being the sole member of the Board of Directors of Illustrato Pictures International, Inc., a corporation organized under the laws of the State of Nevada (the "Company"), do by this writing unanimously consent to take the following actions and adopt the following resolutions in accordance with the terms of Section 78.315 of the Nevada Revised Statutes:
WHEREAS, the Company has received has executed the following notes and agreements:
1. $18,000.00 note as a collateral for a 12 month consultation agreeement dated as Jan 14,2021 payable to Larson Elmore,
2. The company affirms a $90,000 convertible note payable to Larson Elmore which has extended the maturity from May 10,2021 to August 10, 2021.
3. The Company has entered into a $15,000.note on Jan14, 2021 , payable to Larson Elmore for Services rendered
4. The Company has entered into a consultation agreement beginning March 1,2021 with Larson Elmore or 1500.00 per month for a 12month time frame.
5. Larson Elmore will tender his resignation as CEO and Director and appoint Nicolas Link as the new CEO and Director.
NOW, THEREFORE, IT IS HEREBY RESOLVED that the Company hereby approves, ratifies and adopts said agreements .
RESOLVED FURTHER, that the officers of the Company are hereby authorized to take any and all actions to implement the resolutions contained herein.; and
RESOLVED FURTHER, that an executed copy of these resolutions shall be placed in the minute book of the Company.
IN WITNESS WHEREOF, the undersigned has executed this Written Consent of Board of Directors, this 14th day of January, 2021.
Lvuu-Jt,, <kUl,
CEO /Director Larson Elmore
Ilustrato Pictures International, Inc 15954 Jackson Creek Parkway, Suite 442 ,
Monument ,Colorado 80132
DATE: Jan 14, 2021
FROM: TO: SUBJ: RE:
Larson Elmore
The Board of Directors Appointment
of Nicolas Link
With this signed declaration, I hereby submit my appointment of Nicolas Link as Chief Executive Officer and director effective as of this date hereof ;
Sincerely,
)1;, 'U!,
BY: Larson Elmore TITLE: CEO and
Director
EXHIBITE
DATA From Yahoo Finance
; Historical Stock Prices from January 16, 2022 (Date Shares could be free trad
DATE OPEN HIGH LOW CLOSE VOLUME $VALUE
1/18/2022 0.27 0.27 0.255 0.262 8157800 $19,342,800
1/19/2022 0.261 0.332 0.26 0.315 18850500
1/20/2022 0.32 0.371 0.3 0.355 18060300
1/21/2022 0.363 0.374 0.312 0.328 18975400
1/24/2022 0.308 0.309 0.251 0.28 23576000
1/25/2022 0.28 0.327 0.263 0.306 12990300
1/26/2022 0.318 0.337 0.285 0.295 10602800
1/27/2022 0.295 0.32 0.28 0.301 6202200
1/28/2022 0.301 0.325 0.285 0.29 10927500
1/31/2022 0.288 0.295 0.25 0.252 28140700
2/1/2022 0.255 0.255 0.23 0.237 20900600 $18,268,200
2/2/2022 0.238 0.24 0.211 0.212 18905700
2/3/2022 0.207 0.209 0.183 0.2 30919000
2/4/2022 0.203 0.227 0.2 0.225 21888100
2/7/2022 0.225 0.225 0.192 0.198 14462600
2/8/2022 0.198 0.2 0.161 0.173 31005100
2/9/2022 0.17 0.181 0.151 0.176 22595600
2/10/2022 0.175 0.182 0.162 0.174 10287700
2/11/2022 0.174 0.184 0.152 0.153 31117400
2/14/2022 0.15 0.15 0.111 0.113 52340700
2/15/2022 0.104 0.144 0.098 0.141 111191600
2/16/2022 0.145 0.149 0.125 0.144 23632600
2/17/2022 0.145 0.162 0.141 0.152 20757500
2/18/2022 0.152 0.159 0.135 0.145 10686200
2/22/2022 0.138 0.14 0.121 0.125 14004800
2/23/2022 0.13 0.144 0.125 0.136 8578400
2/24/2022 0.12 0.134 0.111 0.13 14197600
2/25/2022 0.135 0.154 0.13 0.149 11918500
2/28/2022 0.15 0.168 0.135 0.157 12005200
3/1/2022 0.158 0.19 0.155 0.173 14480300 $11,319,120
3/2/2022 0.18 0.197 0.173 0.189 9948000
3/3/2022 0.191 0.215 0.183 0.199 15538100
3/4/2022 0.21 0.21 0.171 0.179 13192900
3/7/2022 0.178 0.18 0.133 0.141 22619900
3/8/2022 0.14 0.145 0.122 0.128 22171600
3/9/2022 0.135 0.152 0.128 0.141 9576700
3/10/2022 0.143 0.15 0.137 0.143 3558900
3/11/2022 0.15 0.154 0.141 0.15 5076800
3/14/2022 0.148 0.15 0.13 0.131 5094800
3/15/2022 0.127 0.141 0.125 0.132 6743400
3/16/2022 0.135 0.15 0.135 0.15 5705000
3/17/2022 0.15 0.169 0.149 0.165 9659300
3/18/2022 0.16 0.169 0.14 0.153 8184500
3/21/2022 0.153 0.153 0.135 0.143 6963300
3/22/2022 0.144 0.155 0.14 0.153 6082500
3/23/2022 0.15 0.155 0.141 0.148 4762600
3/24/2022 0.146 0.15 0.141 0.145 4587700
1/18/2022
1/19/2022
1/20/2022
1/21/2022
1/24/2022
1/25/2022
1/26/2022
1/27/2022
1/28/2022
1/31/2022
2/1/2022
2/2/2022
2/3/2022
2/4/2022
2rr12022
2/8/2022
2/9/2022
2/10/2022
2/11/2022
2/14/2022
2/15/2022
2/16/2022
2/17/2022
2/18/2022
2/22/2022
2/23/2022
2/24/2022
2/25/2022
2/28/2022
3/1/2022
3/2/2022
3/3/2022
3/4/2022
3rf/2022
3/8/2022
3/9/2022
3/10/2022
3/11/2022
3/14/2022
3/15/2022
At least someone noticed the company exists.
30 min chart - ascending triangle? Go figure what happens next.
You traded ILUS on the wrong day and lost your lunch money just admit it.
watch the stock ue to flatter even with any news. poor credibility from management. better go to the casino and bet more likely to make something than this crap
New Tweet ILUS International Inc
@ILUS_INTL
We are pleased to inform that our $ILUS Form 10 is completed and submitted to our legal counsel for final review and EDGARization. Happy readings and SEC reporting soon!
2:14 PM · Oct 14, 2022
Very Soon....
ILUS$$$$
They will be soon!! Big money coming!!
500k on ask at .08. Sellers never seem to get finished
Big news coming out of Ilus,, form 10 about to come out!!
Big boys red,, ilus ??!!
....Meanwhile 19hrs later. Ahahahaa
ROTFLMFAO...GOOD ONE!!!! BECAUSE SO FAR PANTS HAVE COME OFF
down again on a green day.
Big boys are going to be making a lot of tax loss sales and I predict they will bring cash sitting on the sidelines to the new and improved OTC once the cream of these otc companies rise to the top. There will be many sexy otc companies vetted to choose from.
Otc has nothing to do with big boys!! Patience!! Ilus
~ $ILUS ~ Wait until a full green day. Shirts will come off.
Red to green celebrations are common occurrences across fintwit. So yes.
Is that how far we have fallen, that we celebrate nano second greens?
~ $ILUS ~ We tasted green for a split second
900 points market and still red. wow
~ $ILUS ~ Looking for a RED to GREEN close today. Could get interesting.
~ $ILUS ~ I agree 100%
Way undervalued!!! Ilus
NO WAY,SHARES LOCK-UP,IT SHOWS HOW DESPERATE MGMT IS
I believe so.
ILUS
No Form 10 yet?? Sept 30 and Oct 6 tweeted coming out in "coning days"
Hopefully Lou can pump it higher today is day 1
I guess they have been loading ….
What was the volume last couple days??
They did well on rnva 1-4=+300%
Nicolas Link, CEO
Operating out of New York, London, and Dubai, ILUS International (Ilustrato Pictures International Inc) is a public Mergers and Acquisitions company focused on adding Shareholder value through innovation and growth.
ILUS International’s vision has evolved in line with the needs of the technology and manufacturing sectors it has been involved in. We focus primarily on innovative emergency services, life safety and related technologies such as emergency response vehicles, electric utility vehicles, specialist vehicle conversions, disruptive firefighting equipment, wearable technology and related software solutions.
With a proven record of acquiring carefully selected businesses that are appropriate to our vision, ILUS aims to complete further acquisitions of companies which possess innovative and disruptive technology and already achieve annual revenue of $1-10 million.
ILUS International has already completed multiple acquisitions and is completing new acquisitions each quarter. Each acquisition rapidly increases the global expansion and growth of the company. Our primary focus is to add shareholder value as we continue to acquire, develop and grow companies which transform their respective industries and the world we live in.
ILUS International (Ilustrato Pictures International Inc) adds Shareholder value by acquiring, developing and growing businesses around the world which possess innovative and disruptive technology. The ILUS team works tirelessly to introduce new products, technologies, skills, efficiencies and improvements to the group of companies by cross pollinating within the group. Each strategic acquisition adds specific value to the direction and growth of the ILUS group of companies.
ILUS has a dynamic and experienced management team, all of whom have extensive experience in acquiring, and building companies within the relevant technology and manufacturing sectors where ILUS is focused.
As of June 1, 2024 • 3:00 PM ET
DATE/TIME | SOURCE | NEWS RELEASE |
---|---|---|
05/31/2024 12:51 PM EDT | NewMediaWire | ILUS Provides an Update on the Binding Term Sheet Signed with Actelis Networks (NASDAQ: ASNS) |
05/16/2024 11:17 AM EDT | NewMediaWire | ILUS Provides a First Quarter Filing Update |
05/02/2024 08:40 AM EDT | NewMediaWire | ILUS Files Form 10-K and Provides Shareholder Update |
04/17/2024 09:56 AM EDT | NewMediaWire | ILUS Provides Form 10-K Filing Update |
04/10/2024 09:26 AM EDT | NewMediaWire | ILUS Moves Forward With Its Two Subsidiary Uplists and Equity Dividend |
01/10/2024 09:53 AM EST | NewMediaWire | ILUS Acquires the Majority Stake of Samsara Luggage, Inc. |
NEWS: ILUS News Out May 31, 2024 $ILUS on TWITTER https://x.com/ILUS_INTL/status/1796588659187060898
NEWS: ILUS Provides an Update on the Binding Term Sheet Signed with Actelis Networks (NASDAQ: ASNS)
NEW YORK, NY - (NewMediaWire) - May 31, 2024 - ILUS International Inc. (OTC: ILUS) is a mergers and acquisitions company focused on acquiring and growing businesses in the public safety and industrial sectors. The company recently signed a binding term sheet with Actelis Networks, Inc. (NASDAQ: ASNS) for ASNS to acquire its 61% stake in the ILUS Industrial subsidiary, Quality Industrial Corp (OTC: QIND), subject to customary terms for closing.
At the closing, Actelis will issue to the sellers 19.99% of its common stock and preferred non-voting shares for the balance of the consideration. The companies aim to close the transaction, pending regulatory requirements and due diligence, within 60 days. The preferred shares shall not be convertible to common stock before six months after the closing or until a registration statement is effective, whichever occurs sooner. The exact number of shares of the Company to be issued to the sellers will be based on a ratio of valuations of ASNS and QIND to be determined between the parties before closing.
After the transaction is completed, QIND will operate as the industrial subsidiary of ASNS, working alongside Actelis Networks, Inc. (Actelis), which will function as the technology subsidiary of ASNS. ASNS will consolidate the financials of both of its subsidiaries.
ILUS CEO, Nicolas Link, stated, "We believe that the acquisition of our stake in QIND by Nasdaq-listed ASNS will accelerate the growth of our Industrial subsidiary as well as ILUS itself. Following the completion of the transaction, our resultant stake in ASNS should significantly enhance our ILUS balance sheet and provide an improved platform for us to raise additional capital for the expansion of QIND and to complete planned acquisitions. As a company, should we elect to convert our preferred non-voting ASNS shares when the option becomes available, we could become the largest ASNS shareholder. This transaction is aimed at being the first in a series of transactions intended for the growth of our businesses and to add substantial value for our Shareholders. Our unwavering goal has been to uplist our subsidiaries and enhance the growth of our businesses and this transaction represents a constructive first step towards reaching that important milestone."
Actelis is a leading provider of cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications. Their solutions cater to various sectors including federal, state and local government, ITS, military, utility, rail, telecom, and campus applications. Actelis offers a unique portfolio of hybrid fiber, environmentally hardened aggregation switches, high-density Ethernet devices, advanced management software, and cyber-protection capabilities. Their solutions aim to maximize the potential of essential networks, providing secure and cost-effective connectivity for rapid deployment.
QIND is a manufacturer and service provider for the industrial, oil and gas, and utility sectors. The company is involved in the design, consultation, supply, installation, and maintenance of liquefied petroleum gas (LPG) systems. Currently, the company services nearly 40,000 customers from its 7 operating facilities in the United Arab Emirates, employing nearly 100 personnel. QIND is an internationally certified company that provides services to customers such as Emirates Airlines, Emaar, Government of Dubai, Dubai Properties, WASL Group, and others.
ILUS and QIND are confident that teaming up with Actelis will open up new group expansion opportunities. QIND can leverage Actelis' advanced technology and smart-grid solutions to deliver remote monitoring, automated delivery, and billing, as well as real-time forecasting and supply chain optimization. Additionally, Actelis is expanding its business into new geographical regions with applications in new, critical verticals such as energy, utilities, and public safety.
Actelis is also exploring additional synergies with ILUS' public safety subsidiary, Emergency Response Technologies Inc. ("ERT") (OTC: SAML), although ERT is not part of the current transaction. ERT specializes in designing, manufacturing, and supplying patented firefighting technologies and various solutions for the public safety sector.
For further information on ILUS, please see its communication channels:
Website: https://ilus-group.com
Twitter: @ILUS_INTL
Email: IR@Ilus-Group.com
Source: ILUS
https://ilus-group.com
Nothing in the contents transmitted on this board should be construed as an investment advisory, nor should it be used to make investment decisions.
There is no express or implied solicitation to buy or sell securities.
The author(s) may have positions in the stocks or financial relationships with the company or companies discussed and may trade in the stocks mentioned.
Readers are advised to conduct their own due diligence prior to considering buying or selling any stock. All information should be considered for information purposes only.
No stock exchange has approved or disapproved of the information here.
02-07-2021
DISCLAIMER: ONLY FOR MICK
https://investorshub.advfn.com/boards/profilea.aspx?user=1012
*DISCLAIMER *The Board Monitor and herewith, are not licensed brokers and assume NO responsibility for the actions,
investment decisions, and or messages posted on this forum.
• We do NOT recommend that anyone buy or sell any securities posted herewith.
ANY trade entered into risks the possibility of losing the funds invested.
• There are no guarantees when buying or selling any security.
Volume | |
Day Range: | |
Bid Price | |
Ask Price | |
Last Trade Time: |