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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): 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 a press release containing a shareholder
letter and selected financial results for the fiscal year ended December 31, 2025. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The
information furnished pursuant to this Item 2.02 (including Exhibit 99.1 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
press release attached as Exhibit 99.1 hereto 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 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.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated March 31, 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:
March 31, 2026 |
QUALITY
INDUSTRIAL CORP. |
| |
|
| |
|
/s/
John Paul Backwell |
| |
Name:
|
John
Paul Backwell |
| |
Title:
|
Chief
Executive Officer |
Exhibit
99.1
Quality
Industrial Corp.
Shareholder
Letter & Press Release — Fiscal Year 2025
March
31, 2026
QIND
Reports FY 2025 Results: 45.9% Revenue Growth, Core Turnaround Actions Completed
SAN
FRANCISCO, CA / GlobeNewswire / March 31, 2026 / Quality Industrial Corp. (“QIND”) (OTC: QIND), today announced its
financial results for fiscal year 2025 alongside this letter to shareholders summarizing the turnaround actions completed 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, cleaned up the balance sheet, 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 2025 | | |
FY 2024 | | |
Change | |
| Revenue | |
$ | 16,307,787 | | |
$ | 11,177,567 | | |
| +45.9 | % |
| Gross Profit | |
$ | 4,788,780 | | |
$ | 3,963,263 | | |
| +20.8 | % |
| Gross Margin | |
| 29.4 | % | |
| 35.5 | % | |
| | |
| Operating Expenses | |
$ | 5,245,558 | | |
$ | 3,265,008 | | |
| +60.7 | % |
| Net Loss / (Income) — Reported | |
$ | (4,603,645 | ) | |
$ | 266,780 | | |
| | |
| Non-Recurring & Legacy Adjustments | |
| | | |
| | | |
| | |
| (+) Historic mgmt. compensation | |
$ | 1,380,000 | | |
| — | | |
| | |
| (+) Exit payments to former officers | |
$ | 606,816 | | |
| — | | |
| | |
| (+) Write-off: Buyback Reserve & other | |
$ | 2,002,388 | | |
| — | | |
| | |
| (+) Write-off: Related-Party Receivable | |
$ | 1,500,000 | | |
| — | | |
| | |
| (-) Non operational income | |
| (318,706 | ) | |
| (427,554 | ) | |
| | |
| Total Adjustments | |
$ | 5,170,498 | | |
| (427,554 | ) | |
| | |
| Net Income (Loss) — Adjusted | |
$ | 566,853 | | |
$ | 160,774 | | |
| +452 | % |
Note:
Adjusted Net Income is a non-GAAP measure presented for informational purposes to illustrate the impact of one-time turnaround costs
and legacy write-offs. It should not be considered as an alternative to net income determined in accordance with U.S. GAAP.
Turnaround
Actions Completed
Governance:
Transitioned from a sole Director/Chairman to a three-member Board (Frederico Figueira de Chaves, John-Paul Backwell, Carsten Kjems
Falk). Maintained full SEC compliance on all filings. All Board compensation is now absorbed by Fusion Fuel at no cost to QIND, saving
~$720K annually.
Legacy
Compensation Resolved: Settled nearly two years of accumulated unpaid employee compensation ($1.38M) and negotiated exit deals with
expensive former Directors and Senior Managers ($607K) to permanently lower the run rate.
Cost
Structure Reset: Reduced QIND-level management and Board costs to near zero — only accounting and compliance activities remain.
Professional fees cut 73% year-on-year ($850K to $226K). Executive compensation fully covered by Fusion Fuel and Al Shola Gas at no charge
to QIND.
Balance
Sheet Clean-Up: Wrote off $3.5M in legacy assets (Buyback Reserve and Related-Party Receivable) that had no realistic prospect of
recovery. Reduced convertible note principal from $2.68M to $2.07M ($610K reduction). Accounts payable cut 45% from $2.12M to $1.16M.
The Company reserves the right to pursue recovery actions on written-off balances.
Fusion
Fuel Investment: Fusion Fuel provided $4.4M in capital to QIND during FY 2025, used to cover legacy items, contribute to the Al Shola
Gas acquisition payments ($1M paid), and invest in fleet expansion and growth. As part of the QIND transaction, Fusion Fuel committed
to invest $5M into QIND from capital raised and this balance would be in the form of a forgivable note once the transaction closes.
Key
Balance Sheet Movements
| | |
Dec 31, 2024 | | |
Dec 31, 2025 | |
| Convertible Notes (Principal) | |
$ | 2,676,358 | | |
$ | 2,066,056 | |
| Total Conv. Notes (incl. Interest) | |
$ | 2,939,909 | | |
$ | 2,561,240 | |
| Accounts Payable | |
$ | 2,116,876 | | |
$ | 1,158,471 | |
| Related Party Payables (Fusion Fuel) | |
$ | 0 | | |
$ | 4,427,537 | |
Al
Shola Gas — Operational Performance
Al
Shola Gas continued to deliver strong growth throughout the period. On a standalone basis, Al Shola Gas revenue grew 31.6% from $10.8M
(FY 2023) to $14.3M (FY 2024), with net income of $2.1M despite the introduction of UAE corporate tax at 9%. During 2025, the subsidiary
secured ~$7M in new engineering contracts and ~$2M in annual recurring fuel distribution contracts, while expanding into the northern
emirates.
Al
Shola Gas and its team have worked tirelessly throughout the period of regional conflict, not stopping services on any day. The order
book remains in line with pre-conflict levels. However, the Company cannot guarantee that a prolonged conflict — particularly the
escalation involving Iran in late February 2026 and the disruption to the Strait of Hormuz — will not impact future revenues and
supply chains. Full risk disclosures are in the accompanying 10-K.
Outlook
The
Company has made substantial progress on its turnaround. Where previously QIND was focused on survival, it can now look to solidify its
position and complete the remaining legacy clean-up. 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 and repapering the agreement with the Al Shola Gas sellers —
a process already well underway. |
| (3) | Targeting
$20 million of revenues for 2026 as the business continues to grow, provided regional
disruptions do not extend for a very prolonged period. |
The
turnaround is not yet over, but the Company is substantially stronger. We are committed to providing shareholders with full transparency
and believe the underlying business — Al Shola Gas, with over 45 years of operations and deep customer relationships — represents
a strong fundamental asset.
The
Board recognizes that substantial dilution has been required in order to execute this turnaround, and that the remaining convertible
notes outstanding, as well as future capital requirements and the obligations to be honored with the Al Shola Gas sellers, may lead to
further dilution to shareholders. The Board and management are actively working to mitigate this risk by reducing the Company’s
cost base and capital requirements, restructuring existing obligations where possible, and pursuing the completion of the Fusion Fuel
transaction. The progress made in 2025 in eliminating recurring management costs, reducing convertible debt, and advancing the repapering
of the Al Shola Gas purchase agreement are concrete steps toward reducing the Company’s reliance on dilutive financing.
Management
Commentary
John-Paul
Backwell, CEO, stated: “2025 was a year of decisive action. We restructured the Board, settled legacy obligations, wrote off unrecoverable
assets, reduced debt, and eliminated virtually all recurring management costs at the QIND level — while Al Shola Gas continued
to grow revenue and expand into new markets. We are now past the most intensive phase of the turnaround and are focused on translating
operational strength into long-term shareholder value.”
About
Quality Industrial Corp.
Quality
Industrial Corp. is an industrial energy company specializing in 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 contains “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 expectations for continued growth, the expansion of its majority-owned subsidiary
Al Shola Al Modea Gas Distribution L.L.C. (“Al Shola Gas”), the growth of the Company’s engineering project pipeline,
LPG distribution network, and recurring utility service contracts, and the expected benefits from the integration and continued development
of the Company’s LPG infrastructure and distribution operations. 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 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; 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 on March 31, 2026 (the “Annual Report”), 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
