QIND 10-K

Quality Industrial Corp. (QIND)

10-K 2026-03-31 For: 2025-12-31

View Original

Added on April 09, 2026

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

505 Montgomery Street, San Francisco, CA		94104
(Address of principal executive offices)		(Zip Code)

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

PART I

ITEM 1.	BUSINESS	6

ITEM 1A.	RISK FACTORS	13

ITEM 1B.	UNRESOLVED STAFF COMMENTS	32

ITEM 1C.	CYBERSECURITY	32

ITEM 2.	PROPERTIES	33

ITEM 3.	LEGAL PROCEEDINGS	34

ITEM 4.	MINE SAFETY DISCLOSURES	34

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	35

ITEM 6.	[RESERVED]	37

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	37

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	43

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	43

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	43

ITEM 9A.	CONTROLS AND PROCEDURES	43

ITEM 9B.	OTHER INFORMATION	43

ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	43

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	44

ITEM 11.	EXECUTIVE COMPENSATION	46

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	48

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	49

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	52

PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	53

ITEM 16.	FORM 10-K SUMMARY	56

SIGNATURES		57

	●	the ability of the parties to our service contracts to obtain all necessary regulatory and other consents and approvals and to deliver all required products and services in connection with the contemplated projects;

	●	the ability of our projects to generate the expected free cash flows or net income necessary for the Company to generate the anticipated returns in connection with the contemplated projects;

	●	our goals and strategies;

	●	our future business development, financial condition and results of operations;

	●	our projected revenues, profits, earnings and other estimated financial information;

	●	our ability to secure additional funding necessary for the expansion of our business;

	●	the growth of and competition trends in our industry;

	●	fluctuations in general economic and business conditions in the markets in which we operate; and

	●	relevant government policies and regulations relating to our industry.

	●	We are in default under certain of our outstanding convertible promissory notes, which could result in acceleration of the indebtedness thereunder, enforcement of security interests, dilutive conversions of outstanding amounts into shares of our common stock, and other material adverse consequences.

	●	We are dependent on Fusion Fuel and external financing to fund our operations and executive compensation, and there can be no assurance that such support will be available when needed.

	●	We have a substantial amount of goodwill on our balance sheet. Future write-offs of goodwill may have the effect of decreasing our earnings or increasing our losses.

	●	Our ability to generate the significant amount of cash needed to service our debt obligations and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors, many of which may be beyond our control.

	●	Our projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations of the jurisdictions in which we operate, or seek to operate, our business. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

	●	Risks associated with climate change and other environmental impacts, and increased focus and evolving views of our customers, shareholders, and other stakeholders on climate change issues, could negatively affect our business and operations.

	●	We are dependent on the availability of raw materials, parts, and components used in our products.

	●	Uncertainty related to environmental regulation and industry standards, as well as physical risks of climate change, could impact our results of operations and financial position.

	●	The conflict in Iran, which escalated sharply in late February 2026, poses material risks to our LPG distribution operations in Dubai.

	●	We occasionally provide integrated gas distribution project management services in the form of long-term, fixed price contracts that may require us to assume additional risks associated with cost overruns, operating cost inflation, labor availability and productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages.

	●	Trends in gas prices affect the level of exploration, development, and production activity of our customers and the demand for our services and products, which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.

	●	Demand for the products we distribute could decrease if the manufacturers of those products were to sell a substantial amount of goods directly to end users in the markets we serve.

	●	We may experience unexpected supply shortages.

	●	Price reductions by suppliers of gas products sold by us could cause the value of our inventory to decline. Also, such price reductions could cause our customers to demand lower sales prices for these products, possibly decreasing our margins and profitability on sales to the extent that our inventory of such products was purchased at the higher prices prior to supplier price reductions, and we are required to sell such products to our customers at the lower market prices.

	●	We are subject to increased risks associated with our investments in emerging markets, particularly in the Middle East region and specifically in the United Arab Emirates. These risks encompass significant political, social, and economic uncertainties in the region. Given the volatile nature of these markets, instabilities in these regions could significantly adversely affect the value of our investments.

	●	We are subject to the risk of international sanctions, which could significantly impact our business activities, results of operations and financial condition.

	●	If we fail to comply with the rules under the Sarbanes-Oxley Act related to accounting controls and procedures, or if material weaknesses or other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.

	●	Our largest shareholder, Fusion Fuel Green PLC, holds substantial control over the Company and is able to influence all corporate matters, which shareholders may consider to not always be in their best interests.

	●	We are dependent on the continued services of our director and chairman and officers and if we fail to keep them or fail to attract and retain qualified senior executives and key technical personnel, our business may not be able to expand.

	●	The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by the Company and may discourage lawsuits against our directors, officers, and employees.

	●	Our common stock price may be volatile and could fluctuate, which could result in substantial losses for investors.

	●	Sales of a substantial number of shares of our common stock in the public market, or the perception that such sales could occur, could cause our stock price to fall.

	●	The issuance of shares of our common stock upon conversion or exercise of convertible notes, will dilute ownership to existing shareholders and may cause our stock price to fall.

	●	We have never declared or paid any cash dividends or distributions on our capital stock.

	●	Design, supply, construction, operation, and maintenance (certified by Dubai Civil Defense)
	●	Design consultancy and project management
	●	Repair and preventive maintenance
	●	Billing and monitoring systems

	●	Design, supply, and installation of aboveground and underground LPG tanks, including all pipeline and instrumentation components
	●	Installation and commissioning of LPG, propane, and synthetic natural gas-compatible systems
	●	Pressure-reducing and distribution stations
	●	Gas leak detection systems

	●	LPG metering stations
	●	Vaporizer systems
	●	Deluge and sprinkler systems, along with other gas safety systems

	●	Within ten days of the date of the Fusion Fuel Acquisition Agreement, Fusion Fuel will cause its officers and directors who hold shares or convertible securities of Fusion Fuel (the “Fusion Fuel Insiders”) to execute a voting agreement.

	●	After the date of the Fusion Fuel Acquisition Agreement, Fusion Fuel will use commercially reasonable efforts to raise at least $5,000,000 in one or more financing transactions (the “Fusion Fuel Financings”). QIND and the QIND Sellers are required to support and assist Fusion Fuel in connection with the Fusion Fuel Financings. 50% of the proceeds from the Fusion Fuel Financings will be set aside and made available expressly for QIND to use for its working capital and corporate needs and the remaining 50% of such funds will be set aside and made available expressly for the businesses of Fusion Fuel existing immediately prior to the Fusion Fuel Acquisition Closing to use for its working capital and corporate needs. To split the net proceeds of the Fusion Fuel Financings as described above, Fusion Fuel will make loans of one-half of the net proceeds (or such lesser amount as agreed to by the parties to the Fusion Fuel Acquisition Agreement) to QIND. Such loans will be (i) forgiven upon the Series A Preferred Shares Conversion, or (ii) repaid if the Fusion Fuel Acquisition Transactions are unwound in accordance with the Fusion Fuel Acquisition Agreement. Fusion Fuel and QIND are required to cooperate to structure such allocation of proceeds and the use of such proceeds on a mutually agreeable basis. Fusion Fuel will utilize its portion of the net proceeds of the Fusion Fuel Financings to pay off any indebtedness for borrowed money, accounts payable and other liabilities.

	●	Any proceeds received by Fusion Fuel in connection with the Subscription Agreement, dated as of August 28, 2024, between Fusion Fuel and the investor signatory thereto (the “August 2024 Subscription Agreement”), must be used to repay certain funds that were received by certain subsidiaries of Fusion Fuel or entities organized under Portuguese law by Fusion Fuel, up to the lesser of (a) the amount of such funds that must be repaid pursuant to the terms and conditions for the receipt of such funds, or (b) €10 million. In the event that (i) any shares or securities of Fusion Fuel are issued in connection with the August 2024 Subscription Agreement prior to the effectiveness of the QIND/Fusion Fuel Merger, (ii) the proceeds are used to repay certain funds that were received by certain subsidiaries of Fusion Fuel or entities organized under Portuguese law by Fusion Fuel, and (iii) the satisfaction of the terms and conditions for the consummation of the QIND/Fusion Fuel Merger pursuant to the Fusion Fuel Acquisition Agreement and the Fusion Fuel/QIND Merger Agreement, then, within three business days of the QIND/Fusion Fuel Merger, Fusion Fuel will issue a number of Class A Ordinary Shares to the QIND Sellers that will cause their percentage ownership of Fusion Fuel to be the percentage that the QIND Sellers would have owned but for the occurrence of any such issuances in connection with the August 2024 Subscription Agreement as to which the proceeds were used to repay the funds.

	●	From the date of the Fusion Fuel Acquisition Agreement through the period ending on the earlier of (i) the Series A Preferred Shares Conversion, (ii) the repurchase of the Fusion Fuel Shares Consideration from the QIND Sellers in exchange for the QIND Sellers’ Shares, and (iii) the termination of the Fusion Fuel Acquisition Agreement (the “Restricted Period”), Fusion Fuel will not sell, transfer, or otherwise encumber the QIND Sellers’ Shares acquired under the Fusion Fuel Acquisition Agreement without the prior written consent from the QIND Sellers. In addition, during the Restricted Period, Fusion Fuel will not, without the written consent of QIND, which may not be unreasonably withheld, and QIND will not, without the written consent of Fusion Fuel, which may not be unreasonably withheld, among other things: (i) Declare any dividends; (ii) adjust, split, combine, reclassify, redeem, purchase, acquire, issue (other than pursuant to the exercise or conversion of convertible securities outstanding on the date of the Fusion Fuel Acquisition Agreement), or enter into any contract with respect to the sale, voting, registration, or repurchase of capital stock; (iii) incur more than a certain amount and/or type of indebtedness; (iv) sell any assets; (v) acquire material assets, properties, or business organizations; (vi) enter into certain types of contracts; (vii) make certain loans; (viii) commence, settle, or take certain other actions with respect to legal actions pending before any governmental or regulatory body; (ix) enter into transactions with any affiliate or shareholder that would reasonably be expected to materially delay or prevent the consummation of the Fusion Fuel Acquisition Transactions or the QIND/Fusion Fuel Merger or that would be required to be described under Item 404 of Regulation S-K of the Securities and Exchange Commission (the “SEC”) in Fusion Fuel or QIND’s SEC filings; or (x) increase or extend the compensation of any employees, directors, or officers or take certain other actions with respect to employees of Fusion Fuel or QIND.

	●	As soon as practicable after the date of the Fusion Fuel Acquisition Agreement, and in any case no less than six weeks prior to the Shareholders Meeting, Fusion Fuel will file an initial listing application with Nasdaq. Fusion Fuel, the QIND Sellers and QIND are required to use their commercially reasonable efforts to respond to any questions or comments of the staff of Nasdaq.

	●	Fusion Fuel will deliver the certificates representing the QIND Sellers’ Shares to a third-party agent on terms and conditions to be mutually agreed upon by the parties to the Fusion Fuel Acquisition Agreement to hold in escrow until the expiration of the Restricted Period such that (i) if the Series A Conversion Shareholder Approval is not obtained, then such certificates will be delivered to the QIND Sellers, and (ii) upon occurrence of the Series A Conversion Shareholder Approval, such certificates will be delivered to Fusion Fuel.

	●	Fusion Fuel will be required to take all steps necessary to cause the Class A Ordinary Shares issued to the QIND Sellers in connection with the Fusion Fuel Acquisition Transactions to be approved for listing (subject to notice of issuance) on Nasdaq at or after the Fusion Fuel Acquisition Closing pursuant to Nasdaq rules and regulations.

	●	Fusion Fuel, QIND, and the QIND Sellers will enter into the Fusion Fuel/QIND Merger Agreement.

	●	As promptly as practicable following the Fusion Fuel Acquisition Closing Date and the execution and delivery of the Fusion Fuel/QIND Merger Agreement, and after reasonable consultation with QIND, Fusion Fuel will duly call, convene and hold a special meeting of the holders of the Class A Ordinary Shares (the “Shareholders Meeting”), to be held on a date (the “Initial Meeting Deadline”) no later than 45 days after the effective date (the “Registration Statement Effective Date”) of a registration statement on Form F-4 or such other applicable form (the “Registration Statement”) to be filed with the SEC, unless otherwise required by applicable laws, in accordance with Irish law, including the Irish Companies Act, and Fusion Fuel’s organizational documents. As promptly as practicable after the mailing of a proxy statement/prospectus relating to the matters to be submitted to the shareholders of Fusion Fuel at the Shareholders Meeting (the “Proxy Statement”), Fusion Fuel will solicit proxies from the holders of Class A Ordinary Shares to vote in accordance with the recommendation of Fusion Fuel’s board of directors with respect to (i) the Series A Preferred Shares Conversion in compliance with all applicable laws and regulations, including, but not limited to, Irish law, including the Irish Companies Act, and the rules and regulations of Nasdaq, (ii) the Amended Fusion Fuel Charter, (iii) the election of the New Directors, (iv) if the parties to the Fusion Fuel Acquisition Agreement determine that approval of the QIND/Fusion Fuel Merger by Fusion Fuel’s shareholders is required, the QIND/Fusion Fuel Merger, (v) approval to opt out of Rule 9 of the Irish Takeover Rules, (vi) the adjournment of such meeting in accordance with the terms and conditions of the Fusion Fuel Acquisition Agreement, and (vii) any other proposal or proposals that Fusion Fuel reasonably deems necessary or desirable to consummate the Fusion Fuel Acquisition Transactions and the QIND/Fusion Fuel Merger. Fusion Fuel will be required to use its best efforts to obtain the Series A Conversion Shareholder Approval by the c, including, without limitation, by causing (x) Fusion Fuel’s board of directors not to withdraw the Board Recommendation, (y) the Fusion Fuel Insiders to be present at the Shareholders Meeting for quorum purposes, and (z) the Fusion Fuel Insiders to vote their respective Class A Ordinary Shares in accordance with the Board Recommendation. The Fusion Fuel Acquisition Agreement provides that Fusion Fuel may postpone or adjourn the Shareholders Meeting: (A) with the consent of QIND; (B) for the absence of a quorum (other than due to the failure of Fusion Fuel Insiders); or (C) to allow reasonable additional time (not to exceed 20 days) for the filing and distribution of any supplemental or amended disclosure with respect to the Fusion Fuel Acquisition Transactions or the QIND/Fusion Fuel Merger that Fusion Fuel’s board of directors has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable laws and for such supplemental or amended disclosure to be disseminated to and reviewed by Fusion Fuel’s shareholders prior to the Shareholders Meeting. Prior to the mailing of the Registration Statement, Fusion Fuel will be entitled to engage a proxy solicitor that is reasonably satisfactory to QIND and the QIND Sellers, and Fusion Fuel will keep QIND and the QIND Sellers reasonably informed regarding its solicitation efforts and proxy tallies following the mailing of the Proxy Statement. In connection with the above, Fusion Fuel’s board of directors will be required to take all necessary action to ensure that the restrictions on business combinations that are provided for in the Irish Companies Act, and any other similar law applicable to Fusion Fuel, will not apply to the Fusion Fuel Acquisition Agreement, the Fusion Fuel Acquisition Transactions, and the QIND/Fusion Fuel Merger, including by approving the Fusion Fuel Acquisition Agreement and certain related agreements, documents and certificates to which Fusion Fuel is or will be a party.

	●	If, despite Fusion Fuel’s reasonable best efforts, the Series A Conversion Shareholder Approval is not obtained by the Initial Meeting Deadline, Fusion Fuel will be required, during the period beginning on the Initial Meeting Deadline and continuing for 180 days thereafter (the “Extended Meeting Deadline”), cause one or more additional shareholder meetings to be held so as to obtain the Series A Conversion Shareholder Approval.

	●	Each of Fusion Fuel and QIND must take all necessary actions so that, immediately upon adjournment of the Shareholders Meeting or additional shareholders meeting held prior to the Extended Meeting Deadline at which the Series A Conversion Shareholder Approval is obtained, Fusion Fuel’s board of directors will be comprised of: (w) one individual as designated by Fusion Fuel and who shall be designated in writing pursuant to the Fusion Fuel/QIND Merger Agreement; (x) one individual as designated by QIND and who shall be designated in writing pursuant to the Fusion Fuel/QIND Merger Agreement; (y) two individuals that qualify as “independent” under the Nasdaq rules as designated by QIND and who shall be designated in writing under the Fusion Fuel/QIND Merger Agreement; and (z) one individual that qualifies as “independent” under the Nasdaq rules as designated jointly by Fusion Fuel and QIND and who is designated in writing under the Fusion Fuel/QIND Merger Agreement, provided that a majority of these designees must qualify as an “independent director” under Nasdaq rules and regulations (collectively, the “New Directors”).

	●	Within three business days of obtaining the Series A Conversion Shareholder Approval, Fusion Fuel will file the Amended Fusion Fuel Charter with the Companies Registration Office of Ireland or as otherwise required to be effective under Irish law.

	●	Fusion Fuel will be required to repurchase the Fusion Fuel Shares Consideration from the QIND Sellers, in whole, and return the QIND Sellers’ Shares to the QIND Sellers, (i) within 15 calendar days after the Extended Meeting Deadline if despite Fusion Fuel’s reasonable best efforts, the Series A Conversion Shareholder Approval is not obtained by the Extended Meeting Deadline; or (ii) if Fusion Fuel fails to allocate cash raised from the Fusion Fuel Financings in compliance with the Fusion Fuel Acquisition Agreement, and Fusion Fuel continues to fail to do so within five calendar days after written notice from QIND, then within 10 calendar days after the date of QIND’s notice to complete such repurchase. The Fusion Fuel Acquisition Agreement will automatically terminate upon such repurchase.

	●	The Fusion Fuel Acquisition Agreement may be terminated by any party before the end of the Restricted Period, by written notice, if (a) the Fusion Fuel Acquisition Closing does not occur by the date that is 30 days from the date of the Fusion Fuel Acquisition Agreement, provided that the party seeking termination is not in material breach of the Fusion Fuel Acquisition Agreement, or (b) a law or order by any governmental or regulatory body (including Nasdaq) permanently prohibits the consummation of the Fusion Fuel Acquisition Transactions.

	●	Costs, risks, and uncertainties associated with tailoring our services in international jurisdictions as needed to better address both the needs of customers, and the threats of local competitors;

	●	Risks of economic instability, including due to inflation;

	●	Uncertainties in forecasting revenues and expenses in markets where we have not previously operated;

	●	Costs and risks associated with local and national laws and regulations governing the industries in which we operate, health and safety, climate change and sustainability, and labor and employment;

	●	Operational and compliance challenges caused by distance, language, and cultural differences;

	●	Costs and risks associated with compliance with international tax laws and regulations;

	●	Costs and risks associated with compliance with the U.S. Foreign Corrupt Practices Act and other laws in the United States related to conducting business outside the United States, as well as the laws and regulations of non-U.S. jurisdictions governing bribery and other corrupt business activities;

	●	Costs and risks associated with human trafficking, modern slavery and forced labor reporting, training and due diligence laws and regulations in various jurisdictions;

	●	Being subject to other laws and regulations, including laws governing online advertising and other Internet activities, email and other messaging, collection and use of personal information, ownership of intellectual property, taxation, and other activities important to our online business practices;

	●	Currency exchange rate fluctuations and restrictions on currency repatriation;

	●	Competition with companies that understand the local market better than we do or that have preexisting relationships with regulators and customers in those markets;

	●	Adverse effects resulting from the United Kingdom’s exit from the European Union (commonly known as “Brexit”);

	●	Reduced or varied protection for intellectual property rights in some countries;

	●	Disruption of operations from labor and political disturbances;

	●	Withdrawal from or renegotiation of international trade agreements and other restrictions on the trade between the United States and other countries;

	●	Changes in tariff and trade barriers; and

	●	Geopolitical events, including natural disasters, climate change, public health issues, political instability (such as war between Ukraine and Russia and in the Middle East), terrorism, insurrection, or war.

	●	government regulation;

	●	the establishment of partnerships;

	●	intellectual property disputes;

	●	additions or departures of key personnel;

	●	sales of our common stock;

	●	our ability to integrate operations, technology, products, and services;

	●	our ability to execute our business plan;

	●	operating results below expectations;

	●	loss of any strategic relationship;

	●	industry developments;

	●	economic and other external factors; and

	●	period-to-period fluctuations in our financial results.

	●	Preventive Controls: We deploy advanced firewalls, endpoint protection, and intrusion detection systems to secure our network infrastructure. Multi-factor authentication and encryption are enforced across critical systems and data repositories.
	●	Monitoring and Detection: Continuous monitoring of our IT environment is facilitated through our IT manager.
	●	Incident Response: We maintain an incident response plan that outlines procedures for containment, eradication, and recovery from cybersecurity incidents.
	●	Employee Training: All employees receive mandatory cybersecurity awareness training at onboarding, covering phishing prevention, secure data handling, and reporting suspicious activities.

	●	Due diligence reviews of vendors’ cybersecurity policies and practices prior to engagement.
	●	Contractual requirements for vendors to maintain robust security controls and report incidents promptly.

	●	Chief Operating Officer: The Chief Operating Officer, reporting to the Chief Executive Officer, leads the development and implementation of our cybersecurity strategy. With over 15 years of experience in cybersecurity and operations, the Chief Operating Officer oversees risk assessments, incident response, and compliance with industry standards.
	●	Incident Responses: Led by the IT manager, who is responsible for executing the incident response plan, coordinating with external partners

Location	Lease Term	Area (Sq. Ft.)		Annual Rent
Office at Hamsah Building, O/112, Zabeel Road, Dubai, UAE	May 10, 2025 to May 9, 2026		1,222	$	35,416
Office at Hamsah Building, O/307, Zabeel Road, Dubai, UAE*	January 7, 2026 to January 6, 2027		347	$	7,311
Gas Warehouse Unit No. L723, Plot No. 0243-0154, Baghdad Street, Al Qusais Industrial Area 2, Al Qusais, Dubai, UAE	March 1, 2025 to February 28, 2026		6,400	$	7,115
Gas Store Unit No. L705, Plot No. 0243-0171, Baghdad Street, Al Qusais Industrial Area 2, Al Qusais, Dubai, UAE	March 1, 2025 to February 28, 2026		6,400	$	7,115
Warehouse Plot No: 987-1006, Al Layan 1, DIC, Dubai, UAE	March 26, 2025 to March 25, 2026		10,010	$	5,455
Employee Accommodation, 17 Units, Plot No: 438-0, Muhaisanah Second, DIC, Dubai, UAE	February 1, 2025 to January 31, 2026		2,928	$	50,027
Total			27,307	$	112,439

Rent Expense	Amount ($)
Office Rent Expenses	$	45,493
Warehouse/Store Rent Expenses		16,238
Labor Accommodation Rent Expenses		83,084
Total	$	144,815

Period	Total Number of Shares Purchased			Average Price Paid per Share			Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
October 1, 2025 – October 31, 2025		1,500,000	(1)	$	0.02	(1)		-	$	-
November 1, 2025 – November 30, 2025		-		$	-			-	$	-
December 1, 2025 – December 31, 2025		-		$	-			-	$	-

	Years Ended December 31,
	2025			2024
Net cash (used in) provided by operating activities	$	(2,587,934	)	$	1,154,846
Net cash (used in) investing activities		(1,377,470	)		(5,636	)
Net cash provided by (used in) financing activities		4,166,407			(926,120	)
Net change in cash and cash equivalents		201,003			223,090
Cash and cash equivalents – beginning of period		225,582			2,492
Cash and cash equivalents – end of period	$	426,585		$	225,582

Lender	Date of Issue	Maturity Date	Principal Amount ($)		Initial Interest Rate (%)			Interest Accrued ($)		Default Interest Rate (%)			Default Interest Accrued ($)		Amount Repaid ($)		Amount Converted ($)			Principal Outstanding ($)			Total Balance Remaining ($)
RB Capital Partners Inc.	August 3, 2022	August 3, 2024		1,100,000		7	%		263,066		-			-		-		-	⁽¹⁾		1,100,000			1,363,066
RB Capital Partners Inc.	March 17, 2023	March 16, 2025		200,000		7	%		38,932		-			-		32,705		-	⁽²⁾		167,295			206,227
Jefferson Street Capital LLC	May 23, 2023	February 23, 2024		220,000		6.5	%		10,203		15	%	$	123,949		-		241,495	⁽³⁾		102,454			112,657
Sky Holdings Ltd	June 16, 2023	December 16, 2024		550,000		7	%		53,769		-			-		-		77,000	⁽⁴⁾		473,000			526,769
Sean Levi	December 20, 2023	December 20, 2024		100,000			⁽⁵⁾		29,000		-			-		75,000		-	⁽⁶⁾		25,000			54,000
Exchange Listing LLC	February 6, 2024	August 6, 2024		35,000		10	%		12,066		20	%-		-		-		-	⁽⁷⁾		35,000			47,066
Jefferson Street Capital LLC	May 21, 2024	February 21, 2025		71,500		10	%		17,526		15	%	$	48,811		-		83,041	⁽⁸⁾		37,269			54,795	⁽⁸⁾
J.J. Astor & Co.⁽⁹⁾	September 20, 2024	June 30, 2025		405,000		0	%		70,623		16	%		37,463		316,425		-	⁽¹⁰⁾		126,038	⁽¹¹⁾		196,660
Total				2,681,500					495,185					210,223		424,130		401,536			2,066,056			2,561,240

	(1)	The note may be converted by the holder at the initial conversion price of $1.00 per share, subject to adjustment.
	(2)	The note may be converted by the holder at the initial conversion price of $1.00 per share, subject to adjustment.
	(3)	The note may be converted by the holder at the initial conversion price of $0.35 per share, subject to adjustment. As of December 31, 2025, the holder had converted an aggregate of $100,000 of principal into 2,697,315 shares of common stock.
	(4)	The note was initially convertible by the holder at the initial conversion price of $0.35 per share. On May 16, 2024, the note was amended to have a conversion price equal to $0.0375 per share. As of December 31, 2025, the holder had converted $77,000 of principal and $35,863 of accrued interest into 3,009,680 shares of common stock at a conversion price of $0.0375 per share.
	(5)	20% interest will be charged on the day the Company receives certain funding, and thereafter 15% per annum will be charged.
	(6)	The note may be converted by the holder at the initial conversion price equal to 200% of the value of the note, subject to adjustment.
	(7)	The note may be converted by the holder at the initial conversion price equal to the price reflecting a discount of 35% to the volume weight average price of the Company’s common stock for the five days before any conversion.
	(8)	The note may be converted by the holder at the initial conversion price of $0.03 per share, subject to adjustment. $1,500 will be added to principal for each conversion. Ilustrato is a guarantor under the note.
	(9)	The note ranks senior to other debt and is secured by all assets of the Company.
	(10)	The note may be converted by the holder at the initial conversion price is 80% of the average of the four lowest volume weighted average closing prices of the Company’s common stock over the 20 trading days immediately prior to each permitted conversion of the note, subject to adjustment.
	(11)	Reflects an increase to 110% of the principal outstanding due to the occurrence of an event of default under the note.

Name	Age	Position
Frederico Figueira de Chaves	42	Chairman and Director
John-Paul Backwell	45	Chief Executive Officer and Director
Carsten Kjems Falk	51	Interim Chief Financial Officer and Director
Sanjeeb Safir	53	Chief Operating Officer and Managing Director Middle East

	Summary Compensation Table - Years Ended December 31, 2025, and 2024
Name and Principal Position	Year		Salary ($)			Bonus ($)		Stock Awards ($)			Option Awards ($)		All Other Compensation ($)			Total ($)
John-Paul Backwell		2025		210,000	⁽¹⁾		595,000		-			-		-			805,000
Chief Executive Officer		2024		35,000	⁽²⁾		-		36,500	⁽³⁾		-		-			71,500
Carsten Falk		2025		150,000	⁽⁴⁾		425,000		-			-		-	⁽⁵⁾		575,000
Interim Chief Financial Officer		2024		107,500	⁽⁶⁾		-		-			-		27,500	(7)(8)		135,000
Sanjeeb Safir		2025		120,000	⁽⁹⁾		-		-	⁽¹⁰⁾		-		-			120,000
Chief Operating Officer		2024		40,000	⁽⁹⁾		-		65,000	⁽¹¹⁾		-		-			105,000

	(1)	This amount does not include $35,000 accrued unpaid 2024 salary, which was paid in 2025.

	(2)	This amount consists of $35,000 accrued unpaid 2024 salary, which was paid in 2025.

	(3)	On May 14, 2024, John-Paul Backwell was granted 500,000 shares of common stock. The aggregate grant date fair value was computed in accordance with ASC Topic 718 based on the assumptions described in Note 8 to the Company’s financial statements beginning on page F-1 of this Annual Report.

	(4)	This amount does not include 2024 salary amounting to $86,175, which was paid in 2025.

	(5)	This amount does not include $27,500 accrued unpaid discretionary benefits, which were paid in 2025.

	(6)	This amount consists of $107,500 accrued 2024 salary, of which $21,325 was paid in 2024 and the balance of $86,175 was paid in 2025.

	(7)	This amount consists of $27,500 accrued unpaid discretionary benefits, which were paid in 2025.

	(8)	Consisted of a discretionary benefits allowance for automobile, housing, health insurance, meals, or other personal expenses, with any unused amounts eligible to be carried forward and used in future years.

	(9)	Sanjeeb Safir was entitled to an annual base salary of $120,000 as an employee of the Company commencing on September 2, 2024. ASG paid Mr. Safir’s salary during 2024 and 2025.

	(10)	During 2025, Sanjeeb Safir was eligible to receive an annual long-term incentive equity award of at least 0.25% of total outstanding shares vesting over a 12-month period. However, Mr. Safir was not granted any equity awards in 2025.

	(11)	On September 2, 2024, Sanjeeb Safir was granted 1,000,000 shares of common stock. The aggregate grant date fair value was computed in accordance with ASC Topic 718 based on the assumptions described in Note 8 to the Company’s financial statements beginning on page F-1 of this Annual Report.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Beneficial Ownership⁽¹⁾
Frederico Figueira de Chaves, Chairman and Director		0		0	%
John-Paul Backwell, Chief Executive Officer and Director		0		0	%
Carsten Falk, Interim Chief Financial Officer and Director		0		0	%
Sanjeeb Safir, Chief Operating Officer and Managing Director Middle East		0		0	%
All executive officers and directors as a group (4 persons)		0		0	%

Fusion Fuel Green PLC⁽²⁾		100,312,334		51.9	%

	(1)	Based on 193,266,631 shares of common stock issued and outstanding as of March 31, 2026.
	(2)	The address of Fusion Fuel Green PLC is 9 Pembroke Street Upper, Dublin, D02 KR83, Ireland.

	●	On July 9, 2024, the Company issued 884,365 shares of common stock to Jefferson Street for the conversion of $25,000 of principal and $1,500 of conversion fees;
	●	on August 9, 2024, the Company issued 884,365 shares of common stock to Jefferson Street for the conversion of $25,000 of principal and $1,500 of conversion fees;
	●	on September 24, 2024, the Company issued 884,365 shares of common stock to Jefferson Street for the conversion of $25,000 of principal and $1,500 of conversion fees;
	●	on October 22, 2024, the Company issued 1,092,118 shares of common stock to Jefferson Street for the conversion of $10,000 of principal and $1,500 of conversion fees; and
	●	on November 20, 2024, the Company issued 4,890,788 shares of our common stock to Jefferson Street Capital LLC for the conversion of $35,000 of principal together with $15,000.00 of accrued and unpaid interest thereto, $0.00 in default principal and $1,500.00 in fees, totaling $51,500.

	●	On June 5, 2025, the Company issued 3,019,662 shares of common stock to Jefferson Street for the conversion of $20,000 of principal and $1,500 of conversion fees; and
	●	on July 22, 2025, the Company issued 3,230,337 shares of common stock to Jefferson Street for the conversion of $21,500 of principal and $1,500 of conversion fees.

Fees	2025		2024
Audit Fees	$	111,000	$	62,500
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	111,000	$	62,500

Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2025, and 2024		F-3
Consolidated Statements of Operations for the years ended December 31, 2025, and 2024		F-4
Consolidated Statements of Stockholders’ Equity as of December 31, 2025, and 2024		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2025, and 2024		F-6
Notes to Consolidated Financial Statements.		F-7