| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Quality Industrial Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
505 Montgomery Street, San Francisco,
CALIFORNIA
, 94104. |
| Item 2. | Identity and Background |
|
| (a) | The name of the reporting person is Fusion Fuel Green PLC (the "Reporting Person").
Set forth in Annex A is the name, position with the Reporting Person, present principal occupation or employment, principal business address, name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of the executive officers and directors of the Reporting Person. |
| (b) | The principal business address of the Reporting Person is 9 Pembroke Street Upper, Dublin, D02 KR83, Ireland. |
| (c) | The principal business of the Reporting Person is to provide certain energy products and services. |
| (d) | During the last five years, the Reporting Person and each of the persons set forth in Annex A have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person and each of the persons set forth in Annex A have not been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The Reporting Person is an Irish public limited Company. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D previously filed with the Securities and Exchange Commission (the "SEC") by the undersigned with respect to Quality Industrial Corp., a Nevada corporation (the "Issuer"), on December 6, 2024 (the "Schedule 13D"), is incorporated by reference herein and amended to add the information contained in Amendment No. 1 to the Schedule 13D previously filed by the undersigned with the SEC with respect to the Issuer (the "Amendment No. 1"), which is incorporated by reference herein and amended to add the information below.
On October 28, 2025, the Reporting Person converted 1,900 shares of Series B Convertible Preferred Stock, par value $0.001 per share ("Series B Preferred Stock"), of the Issuer into 1,900,000 shares of Common Stock, par value $0.001 per share ("common stock"), of the Issuer, pursuant to the Certificate of Designation of Series B Convertible Preferred Stock of the Issuer (the "Series B Certificate of Designation"). The conversion was effected for no cash consideration, in accordance with the Series B Certificate of Designation. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D, as amended by Amendment No. 1, is amended and restated as follows:
The Reporting Person acquired the securities of the Issuer for strategic investment purposes. Except as disclosed in this Item, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the events described in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of this Amendment No. 2 to the Schedule 13D (this "Amendment No. 2"), the Reporting Person is the beneficial owner of a total of 100,312,334 shares of the common stock of the Issuer, representing approximately 53.5% of the outstanding shares of common stock of the Issuer. The denominator of the fraction upon which this percentage is calculated is based on 169,510,820 shares of common stock outstanding as of October 28, 2025, based on information provided by the Issuer. The numerator of the fraction upon which the percentage is calculated is based on the total of 100,312,334 shares of common stock that were beneficially owned as of the date of this Amendment No. 2. The shares of common stock beneficially owned consist of (1) 82,212,334 shares of common stock and (ii) 18,100,000 shares of common stock issuable upon the conversion of 18,100 shares of Series B Preferred Stock, without regard to a limitation on beneficial ownership under the Series B Certificate of Designation preventing any conversion of Series B Preferred Stock to the extent that such conversion would result in the holder's beneficial ownership of the common stock exceeding 9.99% of the outstanding common stock immediately after conversion. |
| (b) | The Reporting Person has sole voting and dispositive power over the shares of common stock of the Issuer that are beneficially owned by the Reporting Person as of the date of this Amendment No. 2. |
| (c) | Except as described in this Amendment No. 2, the Reporting Person has not effected any transactions in the common stock of the Issuer during the past 60 days. |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock of the Issuer held by the Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 2(a) and Item 3 of the Schedule 13D, the Amendment No. 1, and this Amendment No. 2 is incorporated by reference into this Item 6. To the knowledge of the Reporting Person, except as otherwise disclosed below, none of the persons listed in Item 1(a) beneficially owns any securities of the Issuer, or is a party to any contract, arrangement, understanding or relationship (legal or otherwise) required to be disclosed herein.
Pursuant to the Purchase Agreement, John-Paul Backwell, in his capacity as one of the Sellers, transferred 4,750,000 shares of common stock of QIND to the Reporting Person in consideration for 219,991 Reporting Person Preferred Shares.
Other than as described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including, but not limited to, call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 1: Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. (incorporated by reference to Exhibit 2.1 to Report in Form 6-K filed by Fusion Fuel Green PLC on March 10, 2025).
https://www.sec.gov/Archives/edgar/data/1819794/000121390025022234/ea023339101ex2-1_fusion.htm
Exhibit 2: Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares of Fusion Fuel Green PLC (incorporated by reference to Exhibit 3.1 to Report on Form 6-K filed by Fusion Fuel Green PLC on March 10, 2025).
http://www.sec.gov/Archives/edgar/data/1819794/000117184324006609/exh_31.htm
Exhibit 3: Form of Lock-Up Agreement among Fusion Fuel Green PLC, Quality Industrial Corp., and certain other persons (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on November 27, 2024).
https://www.sec.gov/Archives/edgar/data/1819794/000117184324006609/exh_101.htm
Exhibit 4: Stock Purchase Agreement, dated as of August 1, 2025, between Fusion Fuel Green PLC and Quality Industrial Corp. (incorporated by reference to Exhibit 4 to Schedule 13D/A filed by Fusion Fuel Green PLC on August 5, 2025)
https://www.sec.gov/Archives/edgar/data/1393781/000164117225022314/ex4.htm.
Exhibit 5: Certificate of Designation of Series B Convertible Preferred Stock of Quality Industrial Corp. (incorporated by reference to Exhibit 4.5 to Quarterly Report on Form 10-Q filed by Quality Industrial Corp. on November 19, 2024).
sec.gov/Archives/edgar/data/1393781/000121390024100213/ea022103201ex4-5_quality.htm |
