Quality Industrial Corp 10-K for FY2021

Quality Industrial Corp. (QIND)

10-K 2022-03-04 For: 2021-12-31

Added on April 09, 2026

About this 10-K

Quality Industrial Corp filed this 10-K on March 4, 2022, covering the fiscal year ended December 31, 2021 (FY2021).

Headline figures

Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $5.18M; compared with a net loss of $1.95M a year earlier

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nevada			35-2675388
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

315 Montgomery Street
San Francisco, CA		94104
(Address of Principal Executive Offices)		(Zip Code)

Title of Each Class		Trading Symbol		Name of each Exchange on which registered
N/A		N/A		N/A

☐ Large accelerated Filer	☐ Accelerated Filer
☒ Non-accelerated Filer	☒ Smaller reporting company
	☒ Emerging growth company

		Page
	PART I
Item 1	Business		4
Item 1A	Risk Factors		13
Item 1B	Unresolved Staff Comments		26
Item 2	Properties		26
Item 3	Legal Proceedings		26
Item 4	Mine Safety Disclosures		26

	PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		27
Item 6	Selected Financial Data		29
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 7A	Quantitative and Qualitative Disclosures About Market Risk		31
Item 8	Financial Statements and Supplementary Data		31
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		31
Item 9A	Controls and Procedures		32
Item 9B	Other Information		33
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		33

	PART III
Item 10	Directors, Executive Officers and Corporate Governance		34
Item 11	Executive Compensation		36
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		39
Item 13	Certain Relationships and Related Transactions, and Director Independence		39
Item 14	Principal Accountant Fees and Services		42

	PART IV
Item 15	Exhibit and Financial Statement Schedules		43
Item 16	Form 10-K Summary		44
	Signatures		45

	●	the success or failure of management’s efforts to implement the Company’s business plan;

	●	the ability of the Company to fund its operating expenses;

	●	the ability of the Company to compete with other companies that have a similar business plan;

	●	the effect of changing economic conditions impacting our plan of operation; and

	●	the ability of the Company to meet the other risks as described elsewhere in this filing and as may be described in future filings with the SEC.

	●	are not required to obtain an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

	●	are not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives (commonly referred to as “compensation discussion and analysis”);

	●	are not required to obtain a non-binding advisory vote from our stockholders on executive compensation or golden parachute arrangements (commonly referred to as the “say-on-pay,” “say-on-frequency” and “say-on-golden-parachute” votes);

	●	are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure;

	●	may present only two years of audited financial statements and only two years of related Management’s Discussion & Analysis of Financial Condition and Results of Operations (“MD&A”); and

	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act.

	●	that a broker or dealer approve a person’s account for transactions in penny stocks, and
	●	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

	●	obtain financial information and investment experience objectives of the person, and
	●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

	●	sets forth the basis on which the broker or dealer made the suitability determination and
	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions; and
	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems.

Name	Age		Positions and Offices Held
Carsten Kjems Falk		47	Chief Executive Officer (principal executive officer and principal financial/accounting officer)
Paul Quintal		59	Chairman and Director

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Totals ($)

Paul Quintal, Chairman⁽³⁾
		2021	$	24,000		—		188,889			—		—		—		—	$	212,889
		2020	$	10,000		—		—			—		—		—		—	$	10,000
Carsten Falk, Chief Executive Officer
		2021	$	60,000		—		4,125,000			—		—		—		—	$	4,185,000
		2020	$	—		—		1,500,000	(2)		—		—		—		—	$	1,500,000⁽²⁾
Rasmus Refer, Former Chief Executive Officer⁽¹⁾
		2021	$	—		—		—			—		—		—		—		-
		2020	$	—		—		—			—		—		—		—		-

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾		Percentage of Beneficial Ownership⁽²⁾
Directors and Officers:
Paul Quintal		111,111		0,11	%
Carsten Falk		2,000,000		2.03	%
All executive officers and directors as a group (2 persons)		2,111,111		2.14	%
5% Holders
Terje Aarbogh⁽³⁾		72,895,078		74.16	%

	(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

	(2)	Based upon 98,288,209 common shares issued and outstanding.
	(3)	Shares held in Modern Art in which Mr. Aabogh has voting and dispositive control.

Fees	2020		2021
Audit Fees	$	19,500	$	21,000
Audit-Related Fees
Tax Fees
All Other Fees
Total	$	19,500	$	21,000

Report of Independent Registered Public Accounting Firm;	F-1
Consolidated Balance Sheets as of December 31, 2021 and 2020;	F-2
Consolidated Statements of Operations for the years ended December 31, 2021 and 2020;	F-3
Consolidated Statement of Stockholders’ Equity as of December 31, 2021 and 2020;	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020; and	F-5
Notes to Consolidated Financial Statements.	F-6

331 Newman Springs Road	P (732) 784-1582
Building 1, 4^th Floor, Suite 143
Red Bank, NJ 07701	F (732) 510-0665

	December 31, 2021			December 31, 2020
ASSETS
Current assets
Cash	$	15,659		$	19,564
Prepaid and other current assets		178			187,500
Total current assets		15,837			207,064

Other assets
Prepaid expenses - long term		210,293			—
Total other assets		210,293			—


Total assets	$	226,130		$	207,064

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities		207,421			137,389
Line of credit - related party		295,000			—
Related party advances		29,626			29,626
Loans payable - related party		63,090			63,090
Total current liabilities		595,137			230,105

Total liabilities		595,137			230,105

Stockholders' deficit
Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding as of as of December 31, 2021 and 2020, respectively		—			—
Common stock; $0.001 par value; 200,000,000 shares authorized; 94,738,209 and 104,964,265 shares issued and outstanding as of December 31, 2021 and 2020, respectively		94,740			104,966
Additional paid-in capital		11,904,190			7,232,305
Stock payable		395,101			223,226
Accumulated deficit		(12,763,038	)		(7,583,538	)
Total stockholders' deficit		(369,007	)		(23,041	)

Total liabilities and stockholders' deficit	$	226,130		$	207,064


	For the Years Ended
	December 31, 2021			December 31, 2020

Revenue	$	—		$	—

Cost of revenues		—			—

Gross profit		—			—

Operating expenses
Professional fees		4,843,433			1,887,706
Product development		—			6,000
General and administrative		331,609			53,517
Total operating expenses		5,175,042			1,947,223

Loss from operations		(5,175,042	)		(1,947,223	)

Other expense
Loss on foreign currency translation		(9	)		—
Interest expense		(4,449	)		(7,074	)
Total other expense		(4,458	)		(7,074	)

Net loss	$	(5,179,500	)	$	(1,954,297	)

Net loss per common share - basic and diluted	$	(0.05	)	$	(0.02	)

Weighted average common shares outstanding		95,118,858			104,743,134


For the Years Ended December 31, 2020 and 2021
	Preferred Stock			Common Stock
	Shares		Amount	Shares			Amount			Additional Paid-in Capital		Stock Payable		Accumulated Deficit			Total Stockholders' Deficit
Balance, December 31, 2019	—	$	—	104,425,830			104,426			5,373,328		223,226		(5,629,241	)		71,739
Common stock issued for cash	—		—	3,000			3			4,250		—		—			4,253
Common stock issued for services	—		—	584,500			586			1,852,915		—		—			1,853,501
Cancellation of unallocated shares	—		—	(49,065	)		(49	)		49		—		—			—
Imputed interest	—		—	—			—			1,763		—		—			1,763
Net loss	—		—	—			—			—		—		(1,954,297	)		(1,954,297	)
Balance, December 31, 2020	—	$	—	104,964,265		$	104,966		$	7,232,305	$	223,226	$	(7,583,538	)	$	(23,041	)
Common stock issued for cash	—		—	1,624,500			1,625			108,674		—		—			110,299
Common stock issued for services	—		—	2,149,444			2,149			4,546,190		171,875		—			4,720,214
Redemption of common stock for cash	—		—	(14,000,000	)		(14,000	)		13,999		—		—			(1	)
Imputed interest	—		—	—			—			3,022		—		—			3,022
Net loss	—		—	—			—			—		—		(5,179,500	)		(5,179,500	)
Balance, December 31, 2021	—	$	—	94,738,209		$	94,740		$	11,904,190	$	395,101	$	(12,763,038	)	$	(369,007	)

	2021			2020
Deferred tax asset attributable to:
Net operating loss carryover	$	2,680,238		$	1,591,561
Valuation allowance		(2,680,238	)		(1,591,561	)
Net deferred tax asset	$	—		$	—


3.1	Amended and Restated Articles of Incorporation, dated October 5, 2011 (Incorporated by reference to Exhibit 3.1 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.)
3.2	Certificate of Amendment, dated March 22, 2018 (Incorporated by reference to Exhibit 3.2 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.)
3.3	Certificate of Ownership and Merger, Delaware, dated March 25, 2020 (Incorporated by reference to Exhibit 3.3 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.)
3.4	Articles of Merger, Nevada, dated March 25, 2020 (Incorporated by reference to Exhibit 3.4 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.)
3.5	Bylaws (Incorporated by reference to Exhibit 3.5 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.)
3.6	Agreement and Plan of Merger dated April 16, 2019 (Incorporated by reference to Exhibit 3.6 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
3.7	Agreement and Plan of Merger dated March 19, 2020 (Incorporated by reference to Exhibit 3.7 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
4.1	Certificate of Designations Series A Preferred dated April 3, 2018 (Incorporated by reference to Exhibit 4.1 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
4.2	Common Stock Purchase Warrant with Triton dated June 8, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 11, 2021)
10.1	Employment Agreement with Carsten Kjems Falk, dated September 1, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.2	Executive Contract with Paul Quintal dated October 1, 2020 (Incorporated by reference to Exhibit 10.2 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.3	Executive Contract with Rasmus Refer, dated June 12, 2020 (Incorporated by reference to Exhibit 10.1 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.)
10.4	Employment Agreement with Rene Lauritsen dated June 12, 2020. (Incorporated by reference to Exhibit 10.3 of the Company’s Form 1-A Filed with the SEC on July 1, 2020.)
10.5	Equity Purchase Agreement with Oscaleta Partners, LLC dated August 31, 2020 (Incorporated by reference to Exhibit 10.5 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.6	Registration Rights Agreement, dated August 31, 2020 with Oscaleta Partners, LLC (Incorporated by reference to Exhibit 10.6 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.7	Agreement with Fastbase Inc. dated March 1, 2018.(Incorporated by reference to Exhibit 10.7 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.8	Employment Agreement with Oscar Eg Gensman dated September 1, 2020.(Incorporated by reference to Exhibit 10.8 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.9	Termination of Employment Agreement with Rene Lauritsen dated September 22, 2020. Termination of Employment Agreement with Rene Lauritsen dated September 22, 2020 (Incorporated by reference to Exhibit 10.9 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.10	Letter of Intent for Merger with Wikisoft Corp, a Delaware corporation dated March 13, 2018. (Incorporated by reference to Exhibit 10.10 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.11	Revolving Credit Facility Agreement with Rasmus Refer dated December 30, 2020. (Incorporated by reference to Exhibit 10.11 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.12	Revolving Note for Revolving Credit Facility Agreement dated December 30, 2020. (Incorporated by reference to Exhibit 10.12 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.13	Loan Agreement with Fastbase, Inc. dated June 1, 2020. (Incorporated by reference to Exhibit 10.13 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.14	Consulting Agreement with Milestone Management Services LLC dated May 16, 2020. (Incorporated by reference to Exhibit 10.14 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.15	Consulting Agreement with Milestone Management Services LLC dated August 1, 2020. (Incorporated by reference to Exhibit 10.15 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.16	Amendment to Consulting Agreement with Milestone Management Services LLC dated September 21, 2020. (Incorporated by reference to Exhibit 10.16 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
10.17	Executive Agreement with Paul Quintal dated July 28, 2020. (Incorporated by reference to Exhibit 10.17 of the Company’s Amended Form 10 filed with the SEC on February 11, 2021).
10.18	Executive Agreement with Carsten Falk dated May 30, 2020. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 1-A filed with the SEC on July 1, 2020).
10.19	Stock Redemption Agreement with Saqoia, Inc. dated February 18, 2021. (Incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed with the SEC on February 22, 2021).
10.20	Amendment to Consulting Agreement with Milestone Management Services dated February 18, 2021. (Incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed with the SEC on February 22, 2021).
10.21	Common Stock Purchase Agreement with White Lion Capital, LLC dated May 10, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 12, 2021)
10.22	Registration Rights Agreement with White Lion Capital, LLC dated May 10, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 12, 2021)
10.23	Common Stock Purchase Agreement with Triton dated June 8, 2021 (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on June 11, 2021)
10.24	Amendment No. 1 to Common Stock Purchase Agreement (Incorporated by reference to the Quarterly Report on Form 10-Q/A filed with the SEC on November 17, 2021)
10.25*	Termination of Contract dated March 15, 2021
10.26	Membership Interest Purchase Agreement (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 28, 2022)
10.27	License Agreement (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 28, 2022)
14.1	Code of Ethics (Incorporated by reference to Exhibit 14.1 of the Company’s Form 10 Filed with the SEC on January 6, 2021).
21.1*	Subsidiaries of the registrant.
31.1*		Certification of principal executive, financial and accounting officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.
32.1*		Certification of principal executive officer and principal financial and accounting officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Calculation Linkbase*
101.LAB		XBRL Taxonomy Label Linkbase*
101.PRE		XBRL Definition Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*

By:	/s/ Carsten Kjems Falk
	Name: Carsten Kjems Falk Title: Chief Executive Officer (principal executive officer, principal financial and accounting officer) Date: March 4, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Paul Quintal	Director	March 4, 2022

Frederiksberg, on March 15th, 2021		Frederiksberg, on March 15th, 2021


/s/ Carsten Kjems Falk		Oscar Eg Gensman

The Chief Executive Officer		The employee

Carsten Kjems Falk		Oscar Eg Gensman