Form 8-K

8-K — Quality Industrial Corp.

Accession: 0001493152-26-013747

Filed: 2026-03-31

Period: 2026-03-31

CIK: 0001393781

SIC: 3590 (MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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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 ☒

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.

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

EX-99.1

Filename: ex99-1.htm · Sequence: 2

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

Shola Gas — Operational Performance

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.

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

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