8-K/A - QIND - Equibles

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

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 27, 2024

Quality Industrial Corp.

(Exact name of registrant as specified in its charter)

Nevada	000-56239	35-2675388
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)
315 Montgomery Street<br><br> <br>San Francisco, CA	94104
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(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:

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

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 ☒

If 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. ☐

As of March 27, 2024, we entered into a definitive Stock Purchase Agreement (the “Purchase Agreement”) with the shareholders of Al Shola Al Modea Gas Distribution LLC (“ASG” or “Al Shola Gas”) to acquire a 51% interest in ASG. The Closing of the transaction took place when both parties signed the definitive Share Purchase Agreement.

Al Shola Gas is an Engineering and Distribution Company in the LPG Industry in the United Arab Emirates and was established in 1980. The company is one of the region’s leading suppliers and contractors of LPG centralized pipeline systems and is approved by The General Directorate of Civil Defense, Government of Dubai, as a Central Gas Contractor and LPG Supplier.

Al Shola Gas is ISO 9001 certified and offers a wide range of services including Consultation, Design, Supply, Installation, Maintenance, Distribution and Commissioning of Central Gas Systems. ASG provides a wide range of bespoke solutions across all LPG related requirements.

The Parties agreed a “Purchase Price” of 51% shares for $10,000,000 (Ten Million USD), which is payable as follows:

Tranche	Timeframe and Conditions	Amount		Paid By	Paid To
1	$9 million in National Exchange listed stock or cash to be paid to Seller. Payment in eight quarterly tranches over a period of 24 months, beginning from the first quarter following uplist to a National Exchange. Stock value to be protected by a make whole agreement/s and each tranche subject to a mutually agreed 12 months leak out agreement.	$	9,000,000	QIND	ASG
2	Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.	$	1,000,000	QIND	ASG

Pursuant to the terms of the Purchase Agreement, the QIND will occupy two non-paid board seats including Chairman of the Board of Al Shola Gas and there shall be one other non-paid board seat for existing Al Shola Gas shareholders. QIND obtained immediate control with execution of the Agreement. Full operational control will be retained by existing shareholders and management unless the new Board of Directors determines otherwise due to a breach of the Agreement, ongoing poor performance, or if structural changes are recommended in line with the laws governed by the Agreement which will be decided and approved by the new Board of Directors of the Company.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such documents, which are filed as Exhibits 2.1 hereto and which are incorporated herein by reference.

SECTION 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(a)	FinancialStatements of business Acquired

The Company will file the financial statements required by Item 9.01 (a) of Form 8-K in its annual report on Form 10-K for the year ended December 31, 2023, within the time period required by such filing.

(b)	Pro Forma Financial Information

The Company filed the pro forma financial statements required by Item 9.01 (a) with this Form 8-K.

(c)	Exhibits
2.1	Stock Purchase Agreement, Al Shola Al Modea Gas Distribution LLC, dated March 27, 2024(1)
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99.1	Notes to the audited Pro Forma Condensed Combined Financial Statements
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)	previously<br>filed.
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The information set forth in Item 5.01 of this Current Report on Form 8-K is incorporated herein by reference

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 hereunto duly authorized.

Quality Industrial Corp.
/s/ John-Paul Backwell
John-Paul Backwell, CEO
Date: June 7, 2024

Exhibit 99.1

NOTE 1. BASIS OF PROFORMA PRESENTATION

The audited pro forma condensed combined financial statements are based on the Company’s and Al Shola Al Modea Gas Distribution LLC’s historical consolidated financial statements as adjusted to give effect to the acquisition of Emergency Response Technologies and the shares issued as part of the acquisition. The audited pro forma combined statements of operations and balance sheet for the year ended December 31, 2023, give effect to the Al Shola Al Modea Gas Distribution LLC acquisition as if it had occurred on December 31, 2023.

Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are: (1) directly attributable to the Acquisition; and (2) factually supportable.

The pro forma adjustments presented in the pro forma combined balance sheet and statement of operations are described in Note 4 — Pro Forma Adjustments.

NOTE 2. ACCOUNTINGPERIODS PRESENTED

Certain pro forma adjustments were made to conform accounting policies to the Company’s accounting policies as noted below.

The audited pro forma condensed combined balance sheet as of December 31, 2023, is presented as if the acquisition had occurred on December 31, 2023, and combines the balance sheet of the Company on December 31, 2023, and the balance sheet of the Al Shola Al Modea Gas Distribution LLC on December 31, 2023.

The audited pro forma condensed combined statement of operations for the year ended December 31, 2023, has been prepared by combining the Company’s consolidated statement of operations for the year ended December 31, 2023, with the statement of operations of Al Shola Al Modea Gas Distribution LLC for the year ended December 31, 2023.

NOTE 3. PRELIMINARY PURCHASE PRICE ALLOCATION

The Parties agreed a “Purchase Price” of 51% shares for $10,000,000 (Ten Million USD), which is payable as follows:

Tranche	Timeframe and Conditions	Amount		Paid By	Paid To
1	$9 million in National Exchange listed stock or cash to be paid to Seller. Payment in eight quarterly tranches over a period of 24 months, beginning from the first quarter following uplist to a National Exchange. Stock value to be protected by a make whole agreement/s and each tranche subject to a mutually agreed 12 months leak out agreement.	$	9,000,000	QIND	ASG
2	Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.	$	1,000,000	QIND	ASG

The Company acquired 51% of Al Shola Gas LLC for $10,000,000 and now owns 51% of the Net Assets of Al Shola Gas. The Net Assets of Al Shola Gas were $4,410,174 as of December 31, 2023, of which $2,249,189 (51%) would have been owned by QIND. The remaining $2,160,985 (49%) of the Net Assets are held by minority interest. The purchase price of $10,000,000 minus the Net Assets held by the company in Al Shola Gas equating to $7,750,811 would be part of the Company’s Goodwill if the acquisition had occurred on December 31, 2023.

NOTE 4. PRO FORMAADJUSTMENTS

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the audited pro forma condensed combined financial information:

a)	To<br>give effect of consolidation as per general accepted principles of consolidation, purchase consideration, goodwill and minority Interest<br>has been recorded.

QUALITY INDUSTRIAL CORP.

AUDITED PRO FORMA COMBINED BALANCE SHEET

			Al Shola<br> Gas		Pro Forma<br> Adjustments			Pro Forma<br> Combined
			31-Dec-23		31-Dec-23			31-Dec-23
ASSETS
Current assets
Cash and cash equivalents	2,492			141,564					144,056
Inventory				1,358,399					1,358,399
Accounts and Other Receivables				3,712,711					3,712,711
Deposits, prepayments and advances				552,044					552,044
Other current assets	2,354,083			5,568,979					7,923,062
Total current assets	2,356,575			5,764,718					8,121,293
Non- Current assets
Goodwill						7,750,811			7,750,811
Property Plant & Equipment				195,739					195,739
Long term Investment	6,500,000					2,249,189			6,500,000
Total other assets	6,500,000			195,739					6,695,739
Total Assets	8,856,575			5,960,457		10,000,000			34,817,032
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	166,577			799,151					965,728
Other Current Liabilities	5,615,440					5,500,000			5,615,440
Bank Borrowings				466,947					466,947
Total current liabilities	5,782,017			1,266,098		5,500,000			7,048,115
Long Term liabilities
Long term payable Al Shola						4,500,000			4,500,000
Convertible Notes	2,331,059			-					2,331,059
Bank Borrowings				154,388					154,388
Employee end of service benefit				129,797					129,797
Total Long-Term Liabilities	2,331,059			284,185		4,500,000			2,615,244
Total Liabilities	8,113,076			1,550,283		10,000,000			19,663,359
Stockholders’ Equity
Preferred stock; 0.001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding as of as of December 31, 2023,
Common stock; 0.001 par value; 200,000,000 shares authorized; 127,129,694 shares issued and outstanding as of December 31, 2023.
Additional paid-in capital	127,132			40,872		(40,872	)		127,132
Additional paid in Capital	17,248,964								17,248,964
Retained Earnings/ accumulated Deficit	(16,632,597	)		1,792,167		(1,792,167	)		(16,632,597	)
Shareholder Capital Account				81,784		(81,784	)		0
Shareholder Current account				2,495,392		(2,495,392	)		0
Total stockholders’ Equity	743,499			4,410,175		(2,618,008	)		5,153,674
Total liabilities and stockholders’ Equity	8,856,575			5,960,457		7,382,992			34,817,032

All values are in US Dollars.

QUALITY INDUSTRIAL CORP.

AUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

	Quality <br> Industrial Corp..			Al Shola<br> Gas			Proforma<br> Adjustments	Pro Forma<br> Combined
	31-Dec-23			31-Dec-23			31-Dec-23	31-Dec-23
Revenue		-			10,839,209				10,839,209
Cost of revenues		-			6,848,289				6,848,289
Gross profit		-			3,990,920				3,990,920
Operating expenses:
Professional fees		315,011			-				315,011
Product Development		-			-
General and administrative		2,389,309			2,198,830				4,588,139
Total operating expenses		(2,704,320	)		(2,198,830	)			(4,903,150	)
Profit/ Loss from Operations		(2,704,320	)		1,792,090				(912,230	)
Non-Operating expenses:
Interest on Convertible Notes		137,448			-				137,448
Shares issued for services		1,320,029			-				1,320,029
Depreciation					522				522
Total non- operating expense		1,457,477							1,457,999
Non-Operating Income:
Other Non-Operating Income		-
Gain on settlement & forgiveness of debt		457,863							457,863
Net loss/ profit		(4,161,797	)		1,791,568				(2,370,229	)