Quality Industrial (QIND) wins 53.5% holder nod to lift share authorization

Rhea-AI Filing Summary

Quality Industrial Corp. obtained written consent on January 20, 2026 from its board and stockholders holding approximately 53.5% of voting power to amend its Articles of Incorporation. The amendment increases authorized common shares from 200,000,000 to 450,000,000 while keeping preferred share authorization at 1,000,000.

As of the record date, the company had 179,110,820 common shares outstanding and 8,500 Class B preferred shares outstanding, each with voting and conversion rights equivalent to 1,000 common shares. The board states that the higher authorization is intended to satisfy obligations under outstanding convertible securities and support general corporate purposes such as capital raising, acquisitions, and equity compensation.

The company highlights risks that additional issuances could dilute existing ownership and potentially pressure the trading price of the common stock, but concludes that the flexibility and ability to meet conversion obligations outweigh these concerns. No stockholder vote or meeting will be held, no appraisal rights are available, and the increase becomes effective no earlier than 20 calendar days after mailing this information statement.

Insights

Capital structure and corporate governance analyst

Quality Industrial more than doubles authorized common shares via majority written consent, adding flexibility but signaling potential dilution.

Quality Industrial Corp. has approved an amendment to increase its authorized common stock from 200,000,000 to 450,000,000, with consent from holders of about 53.5% of voting power, including Fusion Fuel Green PLC. This is a capital structure change only; no specific new issuance is detailed here, but it creates significant capacity.

The stated rationale is to ensure enough shares to satisfy existing obligations under outstanding convertible securities and to support general corporate purposes such as capital raising, acquisitions, and equity compensation. As of the record date, there were 179,110,820 common shares outstanding and 8,500 Class B preferred shares that vote and convert on a 1,000-to-1 basis, underscoring that substantial additional issuance is possible within the new limit.

The company explicitly acknowledges risks: future share issuances may dilute current holders and could create downward pressure on the stock price, especially if additional capital must be raised at unfavorable terms. The net impact for investors depends on how management ultimately uses this expanded authorization and whether resulting transactions drive growth sufficient to offset dilution, which will be seen in subsequent corporate and financing disclosures.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

☒	Preliminary Information Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
☐	Definitive Information Statement

Quality Industrial Corp.

(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Regulation 14C

of the Securities Exchange Act of 1934, as amended

Quality Industrial Corp.

505 Montgomery Street

San Francisco, CA 94104

(800) -706-0806

February __, 2026

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

NOTICE IS HEREBY GIVEN that, on January 20, 2026 (the “Record Date”), the board of directors of Quality Industrial Corp., a Nevada corporation (the “Company,” “we” or “us”), and January 20, 2026 the stockholders of approximately 53.5% of the Company’s voting stock (the “Consenting Stockholders”), approved an amendment to our Articles of Incorporation (the “Amendment”) described below by written consent in accordance with the Nevada Revised Statutes and the Company’s bylaws (the “Bylaws”) and without a meeting of stockholders. The Amendment increases the Company’s authorized share capital from 200,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) to 450,000,000 shares of Common Stock. The number of authorized shares of preferred shares (the “Preferred Stock”) is not affected by the Amendment.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

No action is required by you. The enclosed Information Statement is being furnished to all stockholders of record of the shares of the Common Stock of the Company, as of the close of business on the Record Date.

Section 78.320 of the Nevada Revised Statutes and Section 13 of Article III of the Bylaws provide that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the stockholders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Because the Consenting Stockholders have voted in favor of the Amendment and have sufficient voting power to approve the increase in authorized share capital, no other stockholder consents will be solicited in connection with the Amendment described in this Information Statement. The Board is not soliciting your proxy, and proxies are not requested from stockholders.

On the Record Date, there were 179,110,820 shares of Common Stock outstanding. The Company also has the following shares of Preferred Stock:

	(i)	100 shares of Class A preferred stock authorized and none of Class A preferred stock issued, with voting rights of 40,000 shares of Common Stock for every one share of Class A preferred stock;
	(ii)	200,000 shares of Class B preferred stock authorized and 8,500 shares of Class B preferred stock issued, with voting rights of 1,000 shares of Common Stock for every one share of Class B preferred stock;

The purpose of the Information Statement is to notify our stockholders that the Amendment has been approved by the Consenting Stockholders. You are urged to read the Information Statement in its entirety for a description of the actions taken by the Consenting Stockholders of the Company. The Amendment will become effective on a date that is not earlier than twenty (20) calendar days after this Information Statement is first mailed to our stockholders.

This Information Statement is being mailed on or about February __, 2026 to stockholders of record on the Record Date. We have asked or will ask brokers and other custodians, nominees, and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS’ MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.

Sincerely,

/s/ John-Paul Backwell

John-Paul Backwell

Chief Executive Officer

QUALITY INDUSTRIAL CORP.

505 Montgomery Street

San Francisco, CA 94104

(800) -706-0806

February __, 2026

INFORMATION STATEMENT

PURSUANT TO SECTION 14(C)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 14C-2 THEREUNDER

NO VOTE OR OTHER ACTION OF THE COMPANY’S STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

This Information Statement is being furnished to the holders of record of the shares of the common stock, with a par value of $0.001 per share (the “Common Stock”), of Quality Industrial Corp., a Nevada corporation (the “Company”), as of the close of business on the record date, January 20, 2026 (the “Record Date”). The purpose of the Information Statement is to notify our stockholders that on January 20, 2026, the Company received the written consent in lieu of a meeting (the “Board Consent”) from the board of directors of the Company (the “Board”) and on January 20, 2026, the Company received a written consent in lieu of a meeting from the stockholders of approximately 53.5% of the voting stock (the “Consenting Stockholders”) of the Company.

The Board and the Consenting Stockholders adopted resolutions that authorized an amendment (“Amendment”) to the Company’s Articles of Incorporation (the “Articles”) to effect an increase in the Company’s authorized share capital from 200,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) to 450,000,000 shares of Common Stock (the “Authorized Share Increase”).

The Authorized Share Increase will become effective on a date that is not earlier than twenty (20) calendar days after this Information Statement is first mailed to our stockholders.

Because the Consenting Stockholders have voted in favor of the Authorized Share Increase, and have sufficient voting power to approve such actions, no other consents will be solicited in connection with the transactions described in this Information Statement. The Board is not soliciting proxies in connection with the adoption of these actions, and proxies are not requested from stockholders.

This Information Statement is being mailed on or about February __, 2026 to stockholders of record on the Record Date. We have asked or will ask brokers and other custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our common stock held of record by such persons.

Section 78.320 of the Nevada Revised Statutes and Section 13 of Article III of the Bylaws provide that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the stockholders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Because the Consenting Stockholders have voted in favor of the Amendment and have sufficient voting power to approve the Authorized Share Increase, no other stockholder consents will be solicited in connection with the Amendment described in this Information Statement. The Board is not soliciting your proxy, and proxies are not requested from stockholders.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

SUMMARY INFORMATION

The purpose of the Amendment is to effect the Authorized Share Increase. You should read in their entirety this Information Statement and the other documents included or referred to in this Information Statement in order to fully understand the matters discussed in this Information Statement.

Why am I receiving this Information Statement?		It is for your information only. The Authorized Share Increase was approved on January 20, 2026, by written consent of the Board, and on January 20, 2026, by written consent of the Consenting Stockholders. Under these circumstances, federal securities laws require us to furnish you with this Information Statement at least 20 calendar days before effecting the action.
Who is Entitled to Notice?		Each stockholder of record of outstanding shares of our Common Stock on the Record Date is entitled to notice of the actions taken pursuant to the written consent of the stockholders.
Why Did the Company Seek Stockholder Approval?		The approval of a majority of the voting power of the stockholders of the Company is required to approve the Amendment in order to implement the Authorized Share Increase pursuant to Section 78.390 of the Nevada Revised Statutes.
Why was the Amendment adopted?		The Amendment was adopted for the purpose of increasing the authorized shares of Common Stock. The Amendment was approved by the Company for the reasons and benefits described below.
Am I being asked to approve the Authorized Share Increase?		No. The Authorized Share Increase has already been approved by the stockholders of a majority of our voting power and the unanimous written consent of our Board of Directors. No further stockholder approval is required.
What will the Amendment do?		Our Articles of Incorporation authorizes for issuance 200,000,000 shares of Common Stock, of which 179,110,820 shares of Common Stock are outstanding as of the Record Date. The Amendment will increase our authorized capital stock from 200,000,000 to 450,000,000 shares of Common Stock.

AUTHORIZED SHARE INCREASE

The Company is currently authorized to issue up to 200,000,000 shares of Common Stock, and 1,000,000 shares of Preferred Stock, of which 100 are designed as Class A, and 200,000 shares as Class B.

As of the Record Date, we had 179,110,820 shares of Common Stock issued and outstanding and 0 shares of Class A issued and outstanding, 8,500 Class B issued and outstanding.

The Amendment will not affect the terms of the outstanding Common Stock or the rights of the stockholders of the Common Stock.

The purpose of the Authorized Share Increase is to make available additional shares of Common Stock for issuance in order to meet all of the current obligations of the Company to issue Common Stock, including under the Company’s outstanding convertible securities, and for general corporate purposes, without the requirement of further action by the stockholders of the Company

Following the Authorized Share Increase, the Company intends to treat stockholders holding the Common Stock in “street name,” through a bank, broker or other nominee, in the same manner as registered stockholders whose shares are registered in their names. Stockholders who hold their shares with such a bank, broker or other nominee and who have any questions in this regard are encouraged to contact their nominees.

Certain Risk Factors Associated with the Authorized Share Increase

In evaluating the Authorized Share Increase, the Board also took into consideration negative factors associated with authorized share increases. These factors included the negative perception of authorized share increases by some investors, analysts and other stock market participants, as well as various other risks and uncertainties that surround the implementation of an authorized share increase, including the risk that there can be no assurance that the market price per share of the Common Stock after the Authorized Share Increase will remain unchanged. In the long term the price per share depends on many factors, including our performance, prospects and other factors, some of which are unrelated to the number of shares outstanding. If the Authorized Share Increase is consummated and the trading price of the Common Stock declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Authorized Share Increase. The history of similar authorized share increases for companies in similar circumstances is varied.

Upon the effectiveness of the Authorized Share Increase, the Company will have the ability to issue additional shares of Common Stock. Any such issuance may result in the dilution of the ownership interests of our then current stockholders. In addition to issuing shares of Common Stock to the stockholders of outstanding convertible debentures and preferred stock, we will have the ability to issue shares of stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales for capital raising, or for other business purposes. The future issuance of any addition shares of our Common Stock may create downward pressure on the trading price of the Common Stock. We may need to raise additional capital in the near future to meet our working capital needs, and there can no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with the capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

The Board, however, has determined that the potential advantages of the Authorized Share Increase outweigh the potential disadvantages associated with the increase in the authorized shares of Common Stock. The Board believes that such increase is necessary so that the stockholders of outstanding securities can convert and obtain shares of Common Stock, and would provide greater flexibility to pursue corporate transactions and relationships which have the potential to facilitate the Company’s growth and development and its ability to compete successfully. If we fail to facilitate growth and development, we may not be able to generate revenues or achieve profitability, and our stockholders may lose their entire investment in us.

The text of the proposed Amendment which contains the Authorized Share Increase is attached hereto as Appendix A.

INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Our directors and executive officers, and each associate of the foregoing persons, have no substantial interests, directly or indirectly, in the Authorized Share Increase.

Appraisal Rights

Under the Nevada Revised Statutes, our stockholders are not entitled to dissenters’ or appraisal rights with respect to the proposed Authorized Share Increase and the change to our Articles of Incorporation and we will not independently provide our stockholders with any such rights.

THE AMENDMENT TO OUR ARTICLES OF INCORPORATION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON THE FAIRNESS OR MERIT OF THE AMENDMENT NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INFORMATION STATEMENT AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below provides information regarding the beneficial ownership of our Common Stock as of January 20, 2026, of (i) our directors Frederico Figueira de Chaves, John-Paul Backwell, and Carsten Kjems Falk, (ii) each of John-Paul Backwell and Sanjeeb Safir Krishnamoorthy and Carsten Kjems Falk (the named executive officers), (iii) all of our current directors and executive officers as a group, and (iv) each person (or group of affiliated persons) known to us who owns more than 5% of our outstanding Common Stock.

The beneficial ownership of our Common Stock is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”). Under these rules, a person is deemed to be a beneficial owner of a security if that person directly or indirectly has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person may not have any pecuniary interest.

The percentage of shares of Common Stock beneficially owned is based on 179,110,820 shares of Common Stock outstanding as of January 20, 2026.

Unless otherwise indicated below each person has sole voting and investment power with respect to the shares beneficially owned.

Name and address of Beneficial Owner		Title of Class		Number of Shares Beneficially Owned				Percentage of Class
		5% or greater stockholders
Fusion Fuel Green PLC (1)		Common Stock			100,312,334	(1)			53.3	%
New York, NY		Class B Preferred Stock(2)			8,500				100	%
		Directors and Named Executive Officers
Frederico Figueira de Chaves 505 Montgomery Street San Francisco, CA 94104		Common Stock			0				0	%
John-Paul Backwell 505 Montgomery Street San Francisco, CA 94104		Common Stock			0				0	%
Sanjeeb Safir 505 Montgomery Street San Francisco, CA 94104		Common Stock			0				0	%
Carsten Kjems Falk 505 Montgomery Street San Francisco, CA 94104		Common Stock			0				0	%
		All officers and directors as a group (4 persons)(3)			0				0	%

⁽¹⁾ Consists of 91,812,334 shares of Common Stock and 8,500,000 shares of Common Stock issuable upon conversion of 8,500 shares of Class B Preferred Stock.

	(2)	The Class B Preferred Stock vote and convert on a 1,000 to 1 basis.
	(3)	Total percentage voting rights for all officers and directors as a group.

DISTRIBUTION AND COST

We will pay all costs associated with the distribution of this Information Statement, including the costs of printing and mailing. If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we received contrary instructions from any stockholder at that address. This practice, known as “householding”, is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of this Information Statement to a stockholder at a shared address to which a single copy of this Information Statement was delivered. You may make such a written or oral request by sending a written notification stating (a) your name, (b) your shared address, and (c) the address to which the Company should direct the additional copy of this Information Statement, to Quality Industrial Corp. at the address above. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made in the same manner by mail or telephone to the Company’s principal executive offices.

INCORPORATION BY REFERENCE

The SEC allows us to “incorporate by reference” information into this Information Statement, which means that we can disclose important information to you by referring you to other documents that we have filed separately with the SEC. The information incorporated by reference is deemed to be part of this Information Statement. This Information Statement incorporates by reference the following documents:

	1.	Our Annual Report on Form 10-K filed with the SEC on April 28, 2025;
	2.	Our Quarterly Report on Form 10-Q for the quarter ended March 30, 2025, filed with the SEC on June 4, 2025;
	3.	Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed with the SEC on August 13, 2025; and
	4.	Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 10, 2025.

WHERE YOU CAN FIND MORE INFORMATION

You may read and copy any reports, statements or other information filed by us at the public reference facilities maintained by the SEC in Room 1590, 100 F Street, N.E., Washington, D.C. 20549. The SEC maintains a website that contains reports, proxy and information statements and other information, including those filed by us, at http://www.sec.gov. You may also access the SEC filings and obtain other information about us through the website, which is https://www.otcmarkets.com/stock/QIND. The information contained on the website is not incorporated by reference in, or in any way part of, this Information Statement.

OTHER MATTERS

The Board knows of no other matters other than those described in this Information Statement which have been approved or considered by the stockholders of a majority of the shares of the Company’s voting stock.

IF YOU HAVE ANY QUESTIONS REGARDING THIS INFORMATION STATEMENT, PLEASE CONTACT:

Quality Industrial Corp.

505 Montgomery Street

San Francisco, CA 94104

(800) 706-0806

Email: info@qualityindustrialcorp.com

Attn: Corporate Secretary

Stockholders Sharing an Address

We will deliver only one Information Statement to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. We undertake to deliver promptly, upon written or oral request, a separate copy of this Information Statement to a stockholder at a shared address to which a single copy of this Information Statement is delivered. A stockholder can notify us that the stockholder wishes to receive a separate copy of the Information Statement by contacting us at the address or phone number set forth below. Conversely, if multiple stockholders sharing an address receive multiple Information Statements and wish to receive only one, such stockholders can notify us at the address or phone number set forth below.

PLEASE NOTE THAT THIS IS NOT A REQUEST FOR YOUR VOTE OR A PROXY STATEMENT, BUT RATHER AN INFORMATION STATEMENT DESIGNED TO INFORM YOU OF CERTAIN TRANSACTIONS ENTERED INTO BY THE COMPANY.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

By Order of the Board of Directors

/s/ John-Paul Backwell

John-Paul Backwell

Chief Executive Officer

Exhibit A

ATTACHMENT TO
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
QUALITY INDUSTRIAL CORP.

Article IV of the Articles of Incorporation of this corporation is hereby amended so that, as amended, the first sentence of said Article shall be read as follows:

ARTICLE IV CAPITAL STOCK:

The amount of our authorized capital stock shall consist of Four Hundred Fifty Million (450,000,000) shares of Common Stock, $0.001 par value per share, and one million (1,000,000) shares of Preferred Stock, $0.001 par value per share.

ATTACHMENT TO ARTICLES OF AMENDMENT TO ARTICLES OF INCORPORATION OF QUALITY INDUSTRIAL CORP.

EXHIBIT A

WRITTEN CONSENT OF STOCKHOLDER IN LIEU OF A MEETING

(Pursuant to NRS 78.320)

The undersigned, Fusion Fuel Green PLC, being the holder of shares representing approximately 53.5% of the total outstanding voting power of Quality Industrial Corp., hereby consents in writing to the amendment to the Company’s Articles of Incorporation increasing the authorized Common Stock from 200,000,000 shares to 450,000,000 shares.

IN WITNESS WHEREOF, the undersigned has executed this Written Consent as of January 20, 2026.

Fusion Fuel Green PLC

/s/ John-Paul Backwell

John-Paul Backwell

Chief Executive Officer

FAQ

What corporate action did Quality Industrial Corp. (QIND) approve in this information statement?

Quality Industrial Corp. approved an amendment to its Articles of Incorporation to increase the authorized common stock from 200,000,000 shares to 450,000,000 shares, while keeping authorized preferred stock at 1,000,000 shares.

Who approved the authorized share increase for Quality Industrial Corp. (QIND)?

The increase was approved on January 20, 2026 by the board of directors and by stockholders holding approximately 53.5% of the company’s voting stock, identified as Fusion Fuel Green PLC in the written consent.

How many Quality Industrial Corp. (QIND) shares were outstanding on the record date?

On the January 20, 2026 record date, Quality Industrial had 179,110,820 shares of common stock outstanding, 0 Class A preferred shares outstanding, and 8,500 Class B preferred shares outstanding.

Why did Quality Industrial Corp. (QIND) increase its authorized common shares?

The board states that the higher authorization is intended to ensure sufficient common shares to meet current obligations under outstanding convertible securities and to provide flexibility for general corporate purposes, including capital raising, acquisitions, and issuing equity to employees or consultants.

What risks does Quality Industrial Corp. (QIND) highlight about the authorized share increase?

The company notes that issuing additional common shares after the increase could dilute existing stockholders’ ownership and may create downward pressure on the trading price of the common stock, particularly if future capital is raised at lower prices.

Do Quality Industrial Corp. (QIND) stockholders have appraisal or dissenters’ rights for this action?

No. Under Nevada law as described, stockholders are not entitled to dissenters’ or appraisal rights for this authorized share increase, and the company is not providing any such rights independently.

Will there be a stockholders’ meeting or proxy solicitation for the QIND share increase?

No. The action was taken by written consent of stockholders holding a majority of voting power, so no stockholders’ meeting will be held, and the company explicitly states it is not asking for a proxy.