Form 8-K/A

8-K/A — Quality Industrial Corp.

Accession: 0001493152-26-014536

Filed: 2026-04-01

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/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

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 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.

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

EX-99.2

Filename: ex99-2.htm · Sequence: 2

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

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Mar. 31, 2026

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Entity File Number

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Entity Registrant Name

QUALITY

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