QIND's Dubai LPG Operations Face Iran Conflict Headwinds

Ticker: QIND · Form: 10-K · Filed: Mar 31, 2026 · CIK: 0001393781

Quality Industrial Corp. 10-K Filing Summary
FieldDetail
CompanyQuality Industrial Corp. (QIND)
Form Type10-K
Filed DateMar 31, 2026
Risk Levelhigh
Pages15
Reading Time18 min
Key Dollar Amounts$0.001, $10,000,000, $9 million, $3,600,000, $1,800,000
Sentimentbearish

Sentiment: bearish

Topics: LPG Distribution, UAE Market, Geopolitical Risk, Convertible Notes, Emerging Markets, Energy Sector, Small Cap

Related Tickers: QIND

TL;DR

**QIND is a high-risk bet on UAE energy infrastructure, but its financial defaults and exposure to escalating Middle East conflict make it a speculative play at best.**

AI Summary

Quality Industrial Corp. (QIND) is an industrial company focused on the energy sector, primarily through its 51%-owned subsidiary, Al Shola Al Modea Gas Distribution L.L.C. (ASG) in Dubai, UAE. ASG provides comprehensive LPG solutions, including system design, installation, maintenance, and distribution of over 20,000 LPG cylinders and 500,000 liters of bulk LPG monthly. The company's revenue is driven by sustained real estate development and population growth in the UAE, securing numerous engineering and utility awards in 2025. Key risks include default on convertible promissory notes, dependence on Fusion Fuel and external financing, and significant political and economic uncertainties in the Middle East, particularly due to the conflict in Iran escalating in late February 2026, which poses material risks to Dubai operations. QIND acquired its 51% interest in ASG on March 27, 2024, for a purchase price of $10,000,000, to be paid in eight quarterly tranches over 24 months, with $9 million in national exchange-listed stock or cash. The strategic outlook focuses on expanding its LPG distribution network and securing long-term utility service arrangements in the northern emirates of Sharjah, Ras Al Khaimah, Fujairah, Ajman, and Umm Al Quwain.

Why It Matters

QIND's deep entrenchment in the UAE's energy infrastructure, particularly its LPG distribution, makes it a bellwether for regional economic stability and development. For investors, the company's reliance on external financing and its default on convertible notes signal significant financial instability, while the escalating conflict in Iran directly threatens its core Dubai operations, impacting profitability and growth. Employees and customers in the UAE depend on ASG for essential energy services, making the company's operational continuity critical. Competitively, ASG faces local rivals like Royal Development for Gas Works, Al Fanar Gas, and Lahej & Sultan, and regional geopolitical risks could shift market dynamics significantly.

Risk Assessment

Risk Level: high — QIND faces high risk due to being in default on certain outstanding convertible promissory notes, which could lead to acceleration of indebtedness and dilutive conversions. Furthermore, the company is heavily dependent on Fusion Fuel and external financing to fund operations, with no assurance of continued support. The escalating conflict in Iran, which sharply escalated in late February 2026, poses material risks to its LPG distribution operations in Dubai, a core business segment.

Analyst Insight

Investors should exercise extreme caution and consider divesting QIND shares given the company's financial defaults, reliance on external funding, and significant geopolitical exposure in the Middle East. New investors should avoid QIND until there is clear evidence of financial stabilization and de-escalation of regional conflicts.

Key Numbers

  • $1,283,522 — Aggregate market value of common stock held by non-affiliates (as of June 30, 2025, indicating a small market capitalization)
  • 193,266,631 — Common shares outstanding (as of March 31, 2026)
  • 51% — Ownership interest in Al Shola Gas (acquired by QIND)
  • 20,000 — LPG cylinders distributed monthly (by Al Shola Gas)
  • 500,000 — Liters of bulk LPG distributed monthly (by Al Shola Gas)
  • $10,000,000 — Purchase price for 51% interest in Al Shola Gas (paid by QIND to ASG Sellers)
  • $9,000,000 — Portion of purchase price to be paid in stock or cash (in eight quarterly tranches over 24 months)

Key Players & Entities

  • Quality Industrial Corp. (company) — Registrant
  • Al Shola Al Modea Gas Distribution L.L.C. (company) — 51%-owned operating subsidiary
  • Dubai Civil Defense (regulator) — certifies and regulates LPG systems
  • Emirates General Petroleum Corporation (company) — approved supplier of bulk LPG
  • Fusion Fuel Green PLC (company) — largest shareholder and source of funding
  • Safir Ahammed (person) — ASG Seller
  • Mohamed Hilal Saeed Muroushad Almheiri (person) — ASG Seller
  • Sanjeeb Safir (person) — ASG Seller
  • Royal Development for Gas Works (company) — competitor in UAE
  • Al Fanar Gas (company) — competitor in UAE

FAQ

What is Quality Industrial Corp.'s primary business?

Quality Industrial Corp. (QIND) primarily operates in the energy sector through its 51%-owned subsidiary, Al Shola Al Modea Gas Distribution L.L.C. (ASG), which provides comprehensive liquefied petroleum gas (LPG) solutions in Dubai, UAE, including system design, installation, maintenance, and distribution.

What are the key financial risks for Quality Industrial Corp.?

QIND is in default under certain outstanding convertible promissory notes, which could lead to acceleration of indebtedness. The company is also dependent on Fusion Fuel and external financing to fund its operations and executive compensation, with no assurance of continued support.

How does the conflict in Iran affect Quality Industrial Corp.'s operations?

The conflict in Iran, which escalated sharply in late February 2026, poses material risks to Quality Industrial Corp.'s LPG distribution operations in Dubai, UAE, through its subsidiary Al Shola Gas. This geopolitical instability could significantly impact the value of its investments and business activities.

What is the market value of Quality Industrial Corp.'s common stock held by non-affiliates?

As of June 30, 2025, the aggregate market value of Quality Industrial Corp.'s common stock held by non-affiliates was approximately $1,283,522, based on the closing price reported by OTC Markets Group Inc.

Who are Quality Industrial Corp.'s main competitors in the UAE?

Al Shola Gas, Quality Industrial Corp.'s subsidiary, primarily competes with UAE-based companies specializing in gas distribution systems, such as Royal Development for Gas Works, Al Fanar Gas, and Lahej & Sultan.

What is Quality Industrial Corp.'s strategy for growth?

Quality Industrial Corp., through Al Shola Gas, aims to expand its LPG distribution network into the northern emirates of Sharjah, Ras Al Khaimah, Fujairah, Ajman, and Umm Al Quwain, driven by sustained real estate development and population growth in the UAE.

What is the volume of LPG distributed by Al Shola Gas monthly?

Al Shola Gas distributes over 20,000 LPG cylinders and more than 500,000 liters of bulk LPG each month, serving residential, mixed-use, commercial, and selected industrial customers across the UAE.

When did Quality Industrial Corp. acquire its majority interest in Al Shola Gas?

Quality Industrial Corp. entered into a Share Purchase Agreement on March 27, 2024, to acquire a 51% interest in Al Shola Gas. The closing of this transaction occurred with the execution of the agreement.

What regulatory bodies oversee LPG distribution in Dubai for Quality Industrial Corp.?

LPG distribution and engineering service providers in Dubai, including Quality Industrial Corp.'s subsidiary Al Shola Gas, are primarily regulated by the Dubai Municipality and Dubai Civil Defense, which enforce strict safety, storage, and transportation requirements.

Has Quality Industrial Corp. ever paid cash dividends?

No, Quality Industrial Corp. has never declared or paid any cash dividends or distributions on its capital stock.

Risk Factors

  • Convertible Promissory Note Default Risk [high — financial]: The company faces a significant risk of default on its convertible promissory notes. The terms of these notes are not fully detailed, but the potential for default could lead to severe financial repercussions for Quality Industrial Corp.
  • Dependence on External Financing [high — financial]: QIND's operations and growth strategy are heavily reliant on securing external financing. Any inability to obtain necessary funding could impede the company's ability to execute its expansion plans and meet its financial obligations.
  • Middle East Political and Economic Instability [high — market]: The escalating conflict in Iran, which intensified in late February 2026, poses material risks to QIND's operations in Dubai. Geopolitical tensions and economic uncertainties in the Middle East can disrupt supply chains, impact demand, and affect the overall business environment.
  • Dependence on Fusion Fuel [medium — operational]: The company's reliance on Fusion Fuel is a key operational risk. Any disruptions or issues with Fusion Fuel's supply or performance could directly impact QIND's ability to operate and fulfill its commitments.
  • ASG Operations in Dubai [high — operational]: The company's primary revenue driver, ASG, is located in Dubai. Significant political and economic uncertainties in the Middle East, particularly due to regional conflicts, pose material risks to these operations.

Industry Context

Quality Industrial Corp. operates within the energy sector, specifically focusing on LPG solutions in the UAE. The industry is driven by real estate development and population growth, creating demand for gas distribution services. QIND's subsidiary, ASG, competes by offering comprehensive services from system design to distribution, catering to commercial and industrial clients.

Regulatory Implications

QIND's operations are subject to Dubai Civil Defense regulations and international safety standards for LPG systems. Compliance with these regulations is critical for obtaining warranty and safety certifications, impacting operational legitimacy and client trust.

What Investors Should Do

  1. Monitor geopolitical developments in the Middle East.
  2. Assess QIND's ability to secure external financing.
  3. Evaluate the terms and risks associated with convertible promissory notes.
  4. Track ASG's expansion into northern Emirates.

Key Dates

  • 2024-03-27: Acquisition of 51% interest in Al Shola Gas (ASG) — Marks a significant strategic move for QIND, establishing its core operational subsidiary in the UAE's energy sector.
  • 2026-02: Escalation of conflict in Iran — Introduced material risks to QIND's Dubai operations due to increased political and economic uncertainty in the Middle East.

Glossary

LPG
Liquefied Petroleum Gas, a flammable hydrocarbon gas mixture used as a fuel. (The primary product and service offering of QIND's subsidiary, Al Shola Gas.)
ASG
Al Shola Al Modea Gas Distribution L.L.C., QIND's 51%-owned operating subsidiary in Dubai. (The core entity generating revenue and driving QIND's business operations in the energy sector.)
Convertible Promissory Notes
Debt instruments that can be converted into a predetermined amount of the issuer's equity. (A source of financing for QIND that carries a risk of default, impacting financial stability.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text. The filing details the acquisition of ASG in March 2024, indicating a significant shift in the company's operational structure and focus compared to prior periods.

Filing Stats: 4,509 words · 18 min read · ~15 pages · Grade level 14.9 · Accepted 2026-03-31 06:03:17

Key Financial Figures

  • $0.001 — Exchange Act: Common Stock, par value $0.001 per share (Title of class) Indicate
  • $10,000,000 — chase Agreement for a purchase price of $10,000,000, to be paid by QIND to the ASG Sellers,
  • $9 million — IND to the ASG Sellers, as follows: (1) $9 million will be paid in the form of national ex
  • $3,600,000 — to a national exchange, as follows: (a) $3,600,000 of the cash or stock will be paid to Sa
  • $1,800,000 — stock will be paid to Ahammed; and (c) $1,800,000 of the cash or stock will be paid to Al
  • $1 million — a 12-month leak-out agreement; and (2) $1 million cash will be paid within 12 months of t
  • $400,000 — soonest possible time, as follows: (a) $400,000 will be paid to Safir; (b) $400,000 wil
  • $200,000 — des that the Sellers confirm receipt of $200,000 from QIND during the first quarter of 2
  • $0.0035 — ordinary shares with a nominal value of $0.0035 each ("Class A Ordinary Shares"), const
  • $0.0001 — referred Shares with a nominal value of $0.0001 each ("Series A Preferred Shares" and t

Filing Documents

BUSINESS

BUSINESS 6 ITEM 1A.

RISK FACTORS

RISK FACTORS 13 ITEM 1B. UNRESOLVED STAFF COMMENTS 32 ITEM 1C. CYBERSECURITY 32 ITEM 2.

PROPERTIES

PROPERTIES 33 ITEM 3.

LEGAL PROCEEDINGS

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

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 43 ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

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

EXECUTIVE COMPENSATION 46 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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

SIGNATURES 57 2 INTRODUCTORY NOTES Use of Terms As used in this Annual Report on Form 10-K (this "Annual Report"), unless the context otherwise requires, the terms the "Company," "Registrant," "we," "us," "our," "Quality Industrial," or "QIND" refer to Quality Industrial Corp., a Nevada corporation; and "common stock" refers to the Company's common stock, par value $0.001 per share. Note Regarding Trademarks, Trade Names and Service Marks We use various trademarks, trade names and service marks in our business. For convenience, we may not include the , or symbols, but such omission is not meant to indicate that we would not protect our intellectual property rights to the fullest extent allowed by law. Any other trademarks, trade names or service marks referred to in this report are the property of their respective owners. Note Regarding Industry and Market Data We are responsible for the information contained in this report. This report includes industry and market data that we obtained from periodic industry publications, third-party studies and surveys, filings of public companies in our industry and internal company surveys. These sources generally state that the information they provide has been obtained from sources believed to be reliable, but that the accuracy and completeness of the information are not guaranteed. The forecasts and projections are based on historical market data, and there is no assurance that any of the forecasts or projected amounts will be achieved. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. The market and industry data used in this report involve risks and uncertainties that are subject to change based on various factors, including those

Business

Business Overview Quality Industrial Corp. ("QIND," "the Company," "we," "us," or "our") is an industrial company specializing in the energy sector. Through our 51%-owned operating subsidiary, Al Shola Al Modea Gas Distribution L.L.C. ("ASG" or "Al Shola Gas"), we provide comprehensive solutions for the liquefied petroleum gas ("LPG") industry. Our services include consulting, designing, supplying, installing, and maintaining LPG systems, as well as the transportation and supply of LPG in both bulk and cylinder formats. We cater to a diverse range of clients, including commercial buildings, mixed-use apartment complexes, shopping centers, food courts, heavy industries, labor accommodations, catering units, commercial kitchens, and dining establishments. Our mission is to develop a next-generation industrial and energy corporation that meets the increasing global demand for high-quality, cost-effective, and sustainable energy solutions. Al Shola Gas is based in Dubai, United Arab Emirates ("UAE"), offering a broad range of specialized services, including: Central Gas Systems (LPG): Design, supply, construction, operation, and maintenance (certified by Dubai Civil Defense) Design consultancy and project management Repair and preventive maintenance Billing and monitoring systems LPG Supply and Distribution: Supply of LPG in cylinders and bulk formats LPG System Projects: 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 Al Shola Gas specializes in the design, implementation, and maintenance of various LPG pipeline networks for commercial and industrial clients. We comply with Dubai Civil Def

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