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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 31, 2026
QUALITY
INDUSTRIAL CORP.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-56239 |
|
35-2675388 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 505
Montgomery Street, San Francisco, CA |
|
94104 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (800) 706-0806
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
2.02 Results of Operations and Financial Condition.
On
March 31, 2026, Quality Industrial Corp. (the “Company” or “QIND”) released as a press release a document that
was intended to contain a press release containing a shareholder letter and selected financial results for the fiscal year ended December
31, 2025 (the “Original Press Release”). A copy of the Original Press Release was furnished as Exhibit 99.1 to a Current
Report on Form 8-K furnished with the Securities and Exchange Commission (the “SEC”) on March 31, 2026 (the “Original
Form 8-K”).
Subsequently,
the Company determined that the document released as the Original Press Release was not the final, approved version of such press release.
On
April 1, 2026, the Company released the final, approved version of such press release (the “Approved Press Release”). A copy
of the Approved Press Release is attached hereto as Exhibit 99.2.
The
information furnished pursuant to this Item 2.02 (including Exhibit 99.1 and Exhibit 99.2 hereto), shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities
Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
The
Original Press Release, the Approved Press Release, and the statements contained therein include “forward-looking statements”
within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which statements involve substantial risks
and uncertainties. Forward-looking statements generally relate to future events or the Company’s future financial or operating
performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,”
“believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,”
“potential,” or the negative of such terms or other comparable terminology. Forward-looking statements in this press release
include, but are not limited to, statements regarding the Company’s turnaround plans and expectations, its expectations for continued
growth, its plans to service outstanding debt, the expansion of its majority-owned subsidiary Al Shola Al Modea Gas Distribution L.L.C.
(“Al Shola Gas”), the growth of Al Shola Gas from trucks entering service, contracted engineering projects, and geographic
expansion into the northern emirates, and targeting $20 million of revenues. Forward-looking statements relating to expectations about
future results or events are based upon information available to the Company as of the date of this press release and are not guarantees
of future performance. Actual results may vary materially from those discussed in these forward-looking statements as a result of various
factors, including, without limitation: The risks of major, irreversible disruptions and damage to the Company’s core operations
due to the ongoing war among Iran, the United States, Israel, and other belligerents; the Company’s ability to service outstanding
debts; the Company’s ability to continue expanding the operations of Al Shola Gas; the ability to secure and execute engineering
and liquid petroleum gas (“LPG”) infrastructure projects; fluctuations in demand for LPG infrastructure and distribution
services; regulatory approvals and compliance requirements affecting LPG distribution and engineering services; volatility in energy
markets and commodity prices; the Company’s ability to obtain sufficient financing to support operations and growth initiatives;
other risks associated with operating internationally, including in the United Arab Emirates and other foreign jurisdictions; and other
risks and uncertainties described under Item 1A. “Risk Factors” and elsewhere in the Company’s Annual Report on Form
10-K filed with the SEC on March 31, 2026, and in other filings with the SEC. Should any of these risks or uncertainties materialize,
or should underlying assumptions prove incorrect, actual results may vary materially from those described as anticipated, estimated or
expected. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements
to reflect events or circumstances arising after the date of this press release, except as required by law.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 31, 2026 (incorporated by reference to Current Report on Form 8-K filed on March 31, 2026 |
| 99.2 |
|
Press Release dated April 1, 2026 |
| 104 |
|
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| Date: April 1, 2026 |
QUALITY
INDUSTRIAL CORP. |
| |
|
|
| |
|
/s/
John Paul Backwell |
| |
Name: |
John
Paul Backwell |
| |
Title: |
Chief Executive Officer |
Exhibit 99.2
This
corrected press release is being issued to replace in its entirety the press release issued by Quality Industrial Corp. on March 31,
2026 at 6:20 AM Eastern Time. The previously issued version was published in error and contained information that did not reflect
the final, approved press release.
Investors and other recipients should disregard the prior version in its entirety and rely solely
on this corrected press release.
Quality
Industrial Corp.
Shareholder
Letter and Press Release — Fiscal Year 2025
QIND
Reports FY 2025 Results: 45.9% Revenue Growth, Core Turnaround Action Highlights
SAN
FRANCISCO, CA / GlobeNewswire / April 1, 2026 / Quality Industrial Corp. (“QIND” or the “Company”)
(OTCID: QIND), today announced selected financial results for fiscal year 2025 alongside this letter to shareholders summarizing
the turnaround actions initiated during the year.
Dear
Shareholders,
Fiscal
year 2025 was a pivotal turnaround year for QIND. Over the past fifteen months, your Board and management team have strengthened governance,
restructured costs, and invested in growth. While the turnaround is not yet complete, we believe the progress has been substantial. This
letter provides an overview of what was achieved and what lies ahead.
Financial
Highlights
| | |
FY 2024 | | |
FY 2025 | | |
Change | |
| Revenue | |
$ | 11,177,567 | | |
$ | 16,307,787 | | |
| +45.9 | % |
| Gross Profit | |
$ | 3,963,263 | | |
$ | 4,788,780 | | |
| +20.8 | % |
| Gross Margin | |
| 35.5 | % | |
| 29.4 | % | |
| -17.2 | % |
| Operating Expenses | |
$ | 3,265,008 | | |
$ | 5,245,558 | | |
| +60.7 | % |
| Net Income (Loss) | |
$ | 266,780 | | |
$ | (4,603,645 | ) | |
| -1,825.6 | % |
| Non-GAAP Adjusted Net Income (Loss) | |
$ | (160,774 | ) | |
$ | 564,465 | | |
| +451.1 | % |
RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED NET INCOME (LOSS)
YEARS ENDED DECEMBER 31, 2025 AND 2024
(unaudited)
| Net Income (Loss) (GAAP) | |
$ | 266,780 | | |
$ | (4,603,645 | ) |
|
|
|
|
| Non-GAAP Adjustments* | |
| | | |
| | |
|
|
|
|
| (+) Historical management compensation | |
| — | | |
$ | 1,380,000 | |
|
|
|
|
| (+) Settlement payments to former officers | |
| — | | |
$ | 606,816 | |
|
|
|
|
| (+) Write-off of Asset Reserve | |
| — | | |
$ | 2,000,000 | |
|
|
|
|
| (+) Write-off of Receivable | |
| — | | |
$ | 1,500,000 | |
|
|
|
|
| (+) Non-operational income | |
$ | (427,554 | ) | |
| (318,706 | ) |
|
|
|
|
| Total Adjustments | |
$ | (427,554 | ) | |
$ | 5,168,110 | |
|
|
|
|
| Non-GAAP Adjusted Net Income (Loss) | |
$ | (160,774 | ) | |
$ | 564,465 | |
|
|
|
|
This corrected press release is being issued to
replace in its entirety the press release issued by Quality Industrial Corp. on March 31, 2026 at 6:20 AM Eastern Time. The previously
issued version was published in error and contained information that did not reflect the final, approved press release.
Investors and
other recipients should disregard the prior version in its entirety and rely solely on this corrected press release.
*Note:
Adjusted Net Income (Loss) is an unaudited non-GAAP financial measure. Adjusted Net Income (Loss) is presented for informational purposes
to illustrate the impact of one-time turnaround costs and legacy write-offs. Adjusted Net Income (Loss) is defined as net income (loss)
with the following adjustments: (i) the reversal of historical management compensation payments of $1,380,000 representing accrued unpaid
salary and bonus obligations paid during fiscal year 2025, (ii) the reversal of settlement payments to certain former officers of the
Company totaling $606,816, (iii) the reversal of a non-cash write-off of $2,000,000 related to the reversal of a reserve recorded within
other current assets in connection with the issuance of shares of common stock pursuant to a certain Share Purchase and Buyback Agreement,
dated August 21, 2023, among the Company and the other parties thereto, following a determination that such reserve no longer represented
assets from which future economic benefits were probable, (iv) the reversal of a non-cash write-off of $1,500,000 related to a receivable
from a former related party based on a reassessment of collectability, and (v) the reversal of $318,706 of non-operational income during
the fiscal year 2025 from the release of claims under a Settlement and Release Agreement, dated as of September 2025, between the Company
and the other party thereto, and the reversal of $427,554 of non-operational income during the fiscal year ended December 31, 2024 from
non-recurring interest and the sale of certain legacy intangible assets. Adjusted Net Income (Loss) is not a measure of financial performance
under GAAP. Adjusted Net Income (Loss) should not be considered in isolation or as an alternative to net income determined in accordance
with U.S. GAAP. The items that were reversed to calculate Adjusted Net Income (Loss) are significant components in understanding and
assessing the Company’s results of operations. The Company’s Adjusted Net Income (Loss) may not be comparable to a similarly
titled measure of another company because other entities may not calculate Adjusted Net Income (Loss) in the same manner. The table above
is intended to present a reconciliation of Adjusted Net Income (Loss) to its most comparable GAAP measure, net income (loss), as reported.
Turnaround
Actions
Governance:
Transitioned from a sole Director/Chairman to a three-member Board of Directors (Frederico Figueira de Chaves, John-Paul Backwell, Carsten
Kjems Falk).
Legacy
Compensation Resolved: Settled nearly two years of accumulated unpaid employee compensation (approximately $1.38 million) and negotiated
settlements with former officers (approximately $607,000).
Cost
Structure Reset: Reduced QIND-level management costs as Company’s Chief Executive Officer and Interim Chief Financial Officer
have agreed to be paid for services to QIND solely by QIND’s parent, Fusion Fuel Green PLC (“Fusion Fuel”).
Balance
Sheet Clean-Up: Reduced outstanding convertible note balances from approximately $2.94 million as of December 31, 2024 to approximately
$2.56 million as of December 31, 2025. Accounts payable cut 45% from approximately $2.12 million to approximately $1.16 million. Wrote
off approximately $3.5 million in legacy assets from which no future economic benefits were probable. The Company reserves the right
to pursue recovery actions on written-off balances.
Fusion
Fuel Investment: Fusion Fuel provided approximately $4.4 million in capital to QIND during FY 2025, used to cover legacy items, contribute
$1 million to required payments under QIND’s purchase agreement with the sellers of its majority-owned subsidiary, Al Shola Al
Modea Gas Distribution L.L.C. (“Al Shola Gas”), and invest in fleet expansion and growth.
Key
Balance Sheet Movements
| | |
Dec 31, 2024 | | |
Dec 31, 2025 | |
| Convertible Notes (Principal) | |
$ | 2,676,358 | | |
$ | 2,066,056 | |
| Total Convertible Notes (including Interest) | |
$ | 2,939,909 | | |
$ | 2,561,240 | |
| Accounts Payable | |
$ | 2,116,876 | | |
$ | 1,158,471 | |
| Related Party Payables (Fusion Fuel) | |
$ | 0 | | |
$ | 4,427,537 | |
This corrected press release is being issued to
replace in its entirety the press release issued by Quality Industrial Corp. on March 31, 2026 at 6:20 AM Eastern Time. The previously
issued version was published in error and contained information that did not reflect the final, approved press release.
Investors and
other recipients should disregard the prior version in its entirety and rely solely on this corrected press release.
Outlook
The
Company believes it has made substantial progress on its turnaround and is focused on growth as well as continuing efforts to reduce
its debt position. In 2026, the Company expects to focus on:
| (1) | Further
growth at Al Shola Gas, supported by new trucks entering service, contracted engineering
projects, and geographic expansion into the northern emirates. |
| (2) | Servicing
open debt positions. |
| (3) | Targeting
$20 million of revenues for 2026 as the business continues to grow, provided regional
disruptions do not extend for a prolonged period. |
Management
believes that the Company is substantially stronger coming out of 2025. We believe Al Shola Gas, with over 45 years of operations and
deep customer relationships, represents a strong fundamental asset.
Management
Commentary
John-Paul
Backwell, CEO, stated: “2025 was a year of decisive action. We restructured the Board, settled many legacy obligations, wrote off
unrecoverable assets, reduced debt, and reduced recurring management costs at the QIND level — while Al Shola Gas continued to
grow revenue and expand into new markets. We are focused on translating operational strength into long-term shareholder value.”
Best
regards,
The
Board of Directors of Quality Industrial Corp.
About
Quality Industrial Corp.
Quality
Industrial Corp. is an industrial energy company specializing in liquid petroleum gas (“LPG”) infrastructure and distribution.
Through its majority-owned subsidiary, Al Shola Gas, the Company provides consulting, engineering, installation, maintenance, and LPG
supply services to residential, commercial, and industrial customers across the UAE.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933,
as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, which statements involve substantial risks and uncertainties.
Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. In some
cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “believes,”
“expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,”
“seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,”
or the negative of such terms or other comparable terminology. Forward-looking statements in this press release include, but are not
limited to, statements regarding the Company’s turnaround plans and expectations, its expectations for continued growth, its plans
to service outstanding debt, the expansion of its majority-owned subsidiary Al Shola Gas, the growth of Al Shola Gas from trucks entering
service, contracted engineering projects, and geographic expansion into the northern emirates, and targeting $20 million of revenues.
Forward-looking statements relating to expectations about future results or events are based upon information available to the Company
as of the date of this press release and are not guarantees of future performance. Actual results may vary materially from those discussed
in these forward-looking statements as a result of various factors, including, without limitation: The risks of major, irreversible disruptions
and damage to the Company’s core operations due to the ongoing war among Iran, the United States, Israel, and other belligerents;
the Company’s ability to service outstanding debts; the Company’s ability to continue expanding the operations of Al Shola
Gas; the ability to secure and execute engineering and LPG infrastructure projects; fluctuations in demand for LPG infrastructure and
distribution services; regulatory approvals and compliance requirements affecting LPG distribution and engineering services; volatility
in energy markets and commodity prices; the Company’s ability to obtain sufficient financing to support operations and growth initiatives;
other risks associated with operating internationally, including in the United Arab Emirates and other foreign jurisdictions; and other
risks and uncertainties described under Item 1A. “Risk Factors” and elsewhere in the Company’s Annual Report on Form
10-K filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026, and in other filings with the SEC.
Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those described as anticipated, estimated or expected. All forward-looking statements attributable to the Company or persons acting
on its behalf are expressly qualified in their entirety by these cautionary statements. The Company undertakes no obligation to publicly
update or revise any forward-looking statements to reflect events or circumstances arising after the date of this press release, except
as required by law.
Contact
Quality
Industrial Corp. | 505 Montgomery Street, San Francisco, CA 94104
Phone: +1-800-706-0806 | Email: info@qualityindustrialcorp.com
qualityindustrialcorp.com
| alsholagas.ae | fusion-fuel.eu
