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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.

Commission file number: 000-56239

QUALITY INDUSTRIAL CORP.

(Exact name of registrant as specified in its charter)

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)

~~505~~800-706-0806 ~~Montgomery~~(Registrant’s ~~Street~~telephone number, including area code)

~~San~~Securities registered ~~Francisco,~~pursuant CAto ~~94104~~Section 12(b) of the Act:

~~(Address~~Title of ~~principal~~each ~~executive~~class ~~offices)~~Trading Symbol(~~Zip Code~~s) Name of each exchange on which registered

~~800-706-0806~~Securities registered under Section 12(g) of the Exchange Act:

~~(Registrant’s~~Common ~~telephone number~~Stock, ~~including~~par ~~area code~~value $0.001 per share (Title of class)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

~~State~~As of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the ~~voting~~registrant’s ~~and~~shares ~~non-voting~~of common ~~equity~~ stock, par value $0.001 per share (“common stock”), held by non-affiliates (based ~~computed~~upon bythe ~~reference~~closing toprice ~~the~~of ~~price~~such atshares ~~which~~as ~~the~~reported ~~common~~by ~~equity~~OTC Markets Group Inc.) was ~~last~~approximately ~~sold~~$1,283,522. orShares ~~the~~held ~~average~~by ~~bid~~each executive officer and ~~asked~~director ~~price~~ and by each person who owned more than 10% of ~~such~~the outstanding shares of common ~~equity,~~stock ashave ofbeen excluded from the ~~last~~calculation ~~business~~in ~~day~~that such persons may be deemed to be affiliates of the registrant’s. ~~most~~This ~~recently~~determination ~~completed~~of ~~second~~affiliate ~~fiscal~~status ~~quarter~~is not ~~$2,479,207~~necessarily a conclusive determination for other purposes.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: ~~140~~193,~~429~~266,~~681~~ 631 common shares ~~and 20,000 Series B shares~~ as of ~~April~~March 2831, ~~2025~~2026.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	16
ITEM 1A.	RISK FACTORS	713
ITEM 1B.	UNRESOLVED STAFF COMMENTS	2132
ITEM 1C.	CYBERSECURITY ~~RISK MANAGEMENT, STRATEGY, GOVERNANCE, AND INCIDENT DISCLOSURE~~	2132
ITEM 2.	PROPERTIES	2233
ITEM 3.	LEGAL PROCEEDINGS	2234
ITEM 4.	MINE SAFETY DISCLOSURES	2234
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2335
ITEM 6.	[RESERVED]	2637
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2637
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3043
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3043
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3043
ITEM 9A.	CONTROLS AND PROCEDURES	3043
ITEM 9B.	OTHER INFORMATION	3043
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	3043
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3144
ITEM 11.	EXECUTIVE COMPENSATION	3546
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	3748
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	3849
ITEM 14.	PRINCIPAL ~~ACCOUNTING~~ACCOUNTANT FEES AND SERVICES	3852
PART IV
ITEM 15.	EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES	3953
ITEM 16.	FORM 10-K SUMMARY	4556
SIGNATURES		4657

As used in this Annual Report on Form 10-K, 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.2

iINTRODUCTORY NOTES

~~FORWARD-LOOKING~~Use of ~~STATEMENTS~~Terms

~~Except~~As used ~~for~~in ~~statements~~this ofAnnual ~~historical~~Report ~~fact,~~on ~~some~~Form ~~information in~~10-K (this ~~document contains~~ “~~forward-looking~~Annual ~~statements~~Report”), ~~that~~unless ~~involve~~the ~~substantial~~context ~~risks~~otherwise ~~and~~requires, ~~uncertainties.~~the ~~You~~terms ~~can~~the ~~identify these forward-looking statements by words such as~~ “~~may~~Company,” ~~“will,” “should,” “anticipate,”~~ “~~estimate~~Registrant,” “~~plans~~we,” “~~potential~~us,” “~~projects~~our,” “~~continuing,”~~Quality ~~“ongoing~~Industrial,” ~~“expects,”~~ ~~“management~~or ~~believes,”~~ “~~we believe,~~QIND” ~~“we intend” or the negative of these words~~ orrefer other variations on these words or comparable terminology. The statements that contain these or similar words should be read carefully because these statements discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. We believe that it is important to ~~communicate~~Quality ~~our~~Industrial ~~future expectations to our investors~~Corp. ~~However~~, ~~there~~a ~~may~~Nevada becorporation; events in the future that we are not able accurately to predict or control. Further, we urge you to be cautious of the forward-looking statements which are contained in this registration statement because they involve risks, uncertainties and ~~other factors affecting our operations, market growth, service, products and licenses. The factors listed in the sections captioned~~ “~~Risk Factors”~~common ~~and “Description of Business,~~stock” asrefers ~~well as other cautionary language in this registration statement and events in the future may cause our actual results and achievements, whether expressed or implied,~~ to ~~differ materially from~~ the ~~expectations we~~Company’s ~~describe~~common ~~in our forward-looking statements. We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks~~stock, ~~nor can we assess the impact of all of those risks on our business~~par orvalue ~~the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement~~$0. ~~The~~001 ~~forward-looking~~per ~~statements in this registration statement are based on assumptions management believes are reasonable~~share. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise. The occurrence of any of the events described as risk factors or other future events could have a material adverse effect on our business, results of operations and financial position.

iiNote 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 discussed in Part I. Item 1A. “Risk Factors”. These and other factors could cause results to differ materially from those expressed in, or implied by, the estimates made by independent parties and by us. Furthermore, we cannot assure you that a third party using different methods to assemble, analyze or compute industry and market data would obtain the same results.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. These statements involve known and unknown risks, uncertainties and other factors, including those listed under Part I. Item 1A. “Risk Factors” and elsewhere in this Annual Report that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words and phrases such as “may,” “will,” “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” “plan,” “target,” “predict,” “potential,” or the negative form of these words and phrases or other comparable expressions. The forward-looking statements included in this Annual Report relate to, among other things:

	●	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.

The forward-looking statements contained in this Annual Report speak only as of the date of this Annual Report or, if obtained from third-party studies or reports, the date of the corresponding study or report, and are expressly qualified in their entirety by the cautionary statements in this Annual Report. Since we operate in an emerging and evolving environment and new risk factors and uncertainties emerge from time to time, you should not rely upon forward-looking statements as predictions of future events. Except as otherwise required by the securities laws of the United States, we undertake no obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this Annual Report or to reflect the occurrence of unanticipated events.

Summary of Risk Factors

The following is a summary of material risks that could affect our business. This summary may not contain all of our material risks, and it is qualified in its entirety by the more detailed risk factors set forth under Part II. Item 1A. “Risk Factors”.

	●	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.

	●	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.

PART I

ITEM 1. 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 ~~LLC~~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.

~~ASG~~Al Shola Gas is ~~an ISO 9001-certified company~~ 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

-● ~~Design~~LPG ~~consultancy~~Supply and ~~project management~~Distribution:

-● ~~Repair~~Supply of LPG in cylinders and ~~preventive~~bulk ~~maintenance~~formats

-● ~~Billing~~LPG ~~and~~System ~~monitoring systems~~Projects:

● Design, supply, and installation of aboveground and underground LPG ~~Supply~~tanks, &including ~~Distribution:~~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

-● ~~Supply~~LPG ofmetering ~~LPG~~stations in● ~~cylinders~~Vaporizer systems ● Deluge and ~~bulk~~sprinkler ~~formats~~systems, along with other gas safety systems

Al Shola Gas specializes in the design, implementation, and maintenance of various LPG ~~System~~pipeline ~~Projects:~~networks for commercial and industrial clients. We comply with Dubai Civil Defense regulations and international safety standards, offering warranty and safety certification as mandated by relevant regulations.

~~- Design, supply, and installation of aboveground and underground~~ LPG ~~tanks,~~ ~~including~~Distribution ~~all~~– ~~pipeline and instrumentation components~~Cylinders

-Al Shola ~~Installation~~Gas ~~and~~maintains ~~commissioning~~an ofextensive LPG, ~~propane~~cylinder distribution network in Dubai, ~~and~~supported ~~synthetic~~by ~~natural~~a fleet of delivery trucks. Our centralized ~~gas~~call ~~(“SNG”)~~center, ~~compatible~~along ~~systems~~with a dedicated administrative team, allows it to distribute over 20,000 LPG cylinders each month.

~~- Pressure-reducing and distribution stations~~6

-LPG Distribution ~~Gas~~– ~~leak~~Bulk ~~detection systems~~Gas

Al Shola Gas is an approved supplier of bulk LPG, sourcing from the Emirates General Petroleum Corporation. We distribute more than 500,000 liters of bulk LPG each month. Our fleet consists of two 18,000-liter capacity trucks and one 25,000-liter capacity truck to support our bulk LPG ~~metering~~supply ~~stations~~operations.

-Customers and ~~Vaporizer systems~~Markets

Al Shola Gas serves residential, mixed-use, ~~Deluge~~commercial, and ~~sprinkler~~selected ~~systems,~~industrial ~~along~~customers across the United Arab Emirates (“UAE”), with ~~other~~a ~~gas~~core ~~safety~~focus ~~systems~~on Dubai and an active expansion program into the northern emirates of Sharjah, Ras Al Khaimah, Fujairah, Ajman, and Umm Al Quwain. Demand is driven by sustained real estate development and population growth, which translate into new central LPG system installations and recurring utility operations and bulk LPG supply. During 2025, Al Shola Gas secured numerous engineering and utility awards, including large multi-tower residential developments and mixed-use properties, and continued to add recurring customers through long-term utility service arrangements.

1The customer base includes property developers, owners’ associations, and facilities managers for high-density residential complexes, as well as food and beverage outlets and retail tenants that require metered LPG supply. In addition to one-time engineering and installation revenue, the business generates recurring revenue from (i) metered LPG utility services after project handover, (ii) bulk LPG deliveries, and (iii) project operations and maintenance.

ASG has established a reputation for designing and implementing extensive LPG pipeline networks across various commercial and industrial sectors. Safety remains a top priority in all our projects, and we strictly adhere to Dubai Civil Defense regulations and international safety standards. We provide warranty and safety certification as per applicable regulations.Competition

~~LPG~~Al Shola ~~Distribution~~Gas’s competitors are primarily UAE-based ~~Cylinders:~~companies that specialize in gas distribution systems, such as Royal Development for Gas Works, Al Fanar Gas, and Lahej & Sultan.

~~ASG operates one of the most extensive LPG distribution networks in Dubai,~~Intellectual ~~with a fleet of 56 delivery trucks. Our centralized call center, supported by a dedicated administrative team, enables us to distribute over 20,000 LPG cylinders monthly.~~Property

~~LPG~~Al Shola ~~Distribution~~Gas –does ~~Bulk~~not possess registered intellectual property rights. Its intellectual property lies in its specific design and engineering processes, personnel, capabilities, compliance, and certifications, which have established it as a trusted service provider and supplier in its region. Al Shola Gas: holds the ISO 9001 Quality Management System certification.

~~ASG is an approved supplier of bulk LPG, sourcing from Emirates General~~Laws ~~Petroleum Corporation (“EMARAT”). Currently, we distribute over 500,000 liters of bulk LPG per month. Our fleet includes two 18,000-liter capacity trucks~~ and ~~one 25,000-liter capacity truck to support bulk LPG supply operations.~~Regulations

~~Intellectual~~LPG distribution ~~Property~~and engineering service providers in Dubai are primarily regulated by the Dubai Municipality and Dubai Civil Defense, which enforce strict safety, storage, and transportation requirements in accordance with local laws. Licensing for LPG distributors and engineering firms necessitates compliance with technical standards, environmental guidelines, and periodic safety inspections. Across the broader Middle East, regulations vary by country but generally adhere to international safety standards, such as those set by the International Organization for Standardization (ISO). Gulf Cooperation Council countries, including Saudi Arabia, Qatar, and Oman, impose stringent controls on the importation, storage, and sale of LPG, with regulatory oversight from national energy and safety authorities.

~~ASG does not own registered intellectual property~~Corporate ~~rights.~~History ~~The~~of ~~Company’s~~Quality ~~intellectual~~Industrial ~~property resides in its specific design and engineering processes, manpower, capability, compliance, and certifications that have made it a trusted service provider and supplier in its region~~Inc.

~~ASG has the following certifications:~~Background

~~ISO~~QIND was ~~9001~~incorporated in the state of Nevada on May 4, 1998. In October 2011, the Company’s name was changed to Bluestar Technologies, Inc. In March 2018, the Company’s name was changed to Wikisoft Corp. On May 28, 2022, Ilustrato Pictures International Inc., a Nevada corporation, a stockholder of the Company (“Illustrato”), acquired 77.4% of the outstanding shares of QIND. In connection with Ilustrato’s acquisition of QIND, QIND’s name was changed from Wikisoft Corp. to Quality Industrial Corp. by way of a short-form merger with QIND’s wholly-owned subsidiary, Quality ~~Management~~Industrial ~~System~~Corp. Since August 4, 2022, OTC Markets Group Inc. has provided quotation services for QIND’s common stock under the ticker symbol “QIND”.

~~Competition~~Acquisition of Majority of Equity Interests in Al Shola Al Modea Gas Distribution L.L.C. by Quality Industrial Corp.

AOn March ~~list~~27, 2024, QIND entered into a Share Purchase Agreement, dated as of ~~some~~March 27, 2024, between QIND and Al Shola Gas (the “ASG Purchase Agreement”), to acquire a 51% interest in Al Shola Gas. The closing of the transaction occurred with the execution of the ASG Purchase Agreement. On April 8, 2025, QIND entered into an Amendment Agreement in respect of the Share Purchase Agreement, dated as of April 8, 2025, among QIND, Al Shola Gas, Safir Ahammed (“Ahammed”), and Mohamed Hilal Saeed Muroushad Almheiri (“Almheiri”). As amended, the ASG Purchase Agreement provided that Sanjeeb Safir (“Safir”), Ahammed, and Almheiri (together with Safir and Ahammed, the “ASG Sellers”) will transfer 153 of the 300 outstanding shares of Al Shola Gas to QIND at the closing of the transaction pursuant to the ASG Purchase Agreement for a purchase price of $10,000,000, to be paid by QIND to the ASG Sellers, as follows: (1) $9 million will be paid in the form of national exchange-listed stock or cash, in eight quarterly tranches over a period of 24 months, beginning from the first quarter following QIND’s ~~competitors~~uplist isto ~~provided~~a national exchange, as follows: (a) $3,600,000 of the ~~below~~cash or stock will be paid to Safir; (b) $3,600,000 of the cash or stock will be paid to Ahammed; and (c) $1,800,000 of the cash or stock will be paid to Almheiri, with the value of any stock issued protected by make whole agreement(s), and with each tranche subject to a 12-month leak-out agreement; and (2) $1 million cash will be paid within 12 months of the closing and at the soonest possible time, as follows: (a) $400,000 will be paid to Safir; (b) $400,000 will be paid to Ahammed; and (c) $400,000 will be paid to Almheiri. As amended, the ASG Purchase Agreement provides that the Sellers confirm receipt of $200,000 from QIND during the first quarter of 2025, and that amount will be deducted from the purchase price.

~~Royal~~Pursuant to ~~Development~~the ~~for~~terms ~~Gas~~of ~~Works~~the ASG Purchase Agreement, ~~established~~QIND inwill ~~1994~~elect two non-paid directors of Al Shola Gas, isincluding ~~primarily~~Chairman ~~engaged in~~of the ~~design~~Board, and ~~supply,~~one ~~and~~non-paid ~~installation~~director of ~~central~~Al ~~gas~~Shola ~~system~~Gas ~~works~~will ~~throughout~~be elected by the ~~UAE.~~other ~~Their~~Al ~~objective~~Shola isGas toshareholders. ~~become~~QIND ~~the~~obtained ~~leading~~immediate ~~central~~control of ~~gas~~Al ~~system~~Shola ~~company~~Gas inupon execution of the ~~Middle~~ASG ~~East~~Purchase Agreement. ~~They~~Full ~~execute~~operational ~~projects~~control inof ~~accordance~~Al ~~with~~Shola ~~applicable~~Gas ~~international~~will ~~standards~~be ~~and~~retained ~~codes~~by ofexisting ~~practice.~~management ~~Currently,~~unless ~~they~~the ~~are~~board ~~executing~~of ~~projects~~directors indesignated under the ~~UAE,~~ASG ~~Oman,~~Purchase ~~Lebanon,~~Agreement ~~and~~determines ~~Africa~~otherwise ~~with~~due to a ~~workforce~~breach of ~~over~~the ~~450~~ASG ~~employees~~Purchase Agreement, ongoing ~~including~~poor ~~professionally~~performance, or if structural changes are recommended in line with the laws governed by the ASG Purchase Agreement which ~~trained~~will ~~engineers~~be decided and ~~technicians~~approved ~~who~~by ~~oversee~~the ~~ongoing~~board ~~projects~~of directors designated under the ASG Purchase Agreement. ~~The~~Al ~~company~~Shola ~~has~~Gas ~~completed~~will ~~and~~make ~~handed~~payment ~~over~~along with ~~more~~interest, ~~than~~if 2any,~~400~~ ~~projects.~~to ~~Royal~~the Company from revenue proceeds before disbursement of dividends in four yearly equal installments, starting in 2025. The Company will have the right but not the obligation to purchase the remaining 49% of Al Shola Gas’s ~~services~~shares ~~over~~for ~~1,800~~a ~~projects~~two-year period ~~across~~from the ~~UAE,~~closing ~~including~~date ~~operation~~at ~~and~~an ~~maintenance~~amount asprorated ~~well~~to asthe ~~LPG/Propane/Butane~~purchase ~~distribution~~price. ~~and~~The ~~CNG/LNG~~board of directors of Al Shola Gas will determine a mutually agreed management fee to be paid to the Company for services.

AlAcquisition ~~Fanar~~of ~~Gas~~Majority of Equity Interests in Quality Industrial Corp. by Fusion Fuel Green PLC

AlOn November ~~Fanar~~18, ~~Gas~~2024, isQIND, Fusion Fuel Green PLC (“Fusion Fuel”), an ~~oil~~Irish ~~and~~public ~~gas~~limited company, inIllustrato, and certain other stockholders of the ~~U.A.E.~~Company (together with Ilustrato, ~~specializing~~the in“QIND ~~distribution~~Sellers”), entered into a Stock Purchase ~~systems~~Agreement, ~~for~~dated ~~Liquefied~~as ~~Petroleum~~of ~~Gas~~November 18, 2024 (~~LPG~~the “Fusion Fuel Acquisition Agreement”). Pursuant to the Fusion Fuel Acquisition Agreement, ~~Synthetic~~the ~~Natural~~QIND ~~Gas~~Sellers agreed to sell an aggregate of 78,312,334 shares of common stock and 20,000 shares of Series B Convertible Preferred Stock, par value $0.001 per share (~~SNG~~“Series B Preferred Stock”), of the Company, constituting approximately 69.36% of the issued and ~~Natural~~outstanding ~~Gas~~capital stock of QIND, to Fusion Fuel (NGthe “QIND Sellers’ Shares”). ItIn ~~has~~exchange, ~~been~~Fusion ~~headquartered~~Fuel inwas ~~Abu~~required ~~Dhabi~~to ~~since~~issue 109,114 Class A ordinary shares with a nominal value ~~1990~~of $0.0035 Aleach ~~Fanar~~(“Class ~~was~~A Ordinary Shares”), constituting 19.99% of the ~~first~~issued ~~company~~and inoutstanding Class A Ordinary Shares on the ~~Emirate~~date of ~~Abu~~the ~~Dhabi~~Fusion toFuel ~~design,~~Acquisition ~~procure~~Agreement (the “Ordinary Shares Consideration”), and ~~install~~an aaggregate ~~natural~~of 4,171,327 ~~gas~~Series ~~network~~A inConvertible Preferred Shares with a ~~residential~~nominal value of $0.0001 each (“Series A Preferred Shares” and ~~development~~together with the Ordinary Shares Consideration, the “Fusion Fuel Shares Consideration”)), to the QIND Sellers. The Fusion Fuel Acquisition Agreement provided that, subject to the satisfaction or waiver of the conditions set forth in the ~~UAE~~Fusion Fuel Acquisition Agreement, the Company was required to consummate the transactions (the “Fusion Fuel Acquisition Transactions”) contemplated by the Fusion Fuel Acquisition Agreement at the date (the “Fusion Fuel Acquisition Closing Date”) of the closing of the Fusion Fuel Acquisition Transactions (the “Fusion Fuel Acquisition Closing”).

~~Lahej~~The conditions &to ~~Sultan~~the ~~Gas~~Fusion ~~Distribution~~Fuel Acquisition Closing included, among other things, the written resignation of Frederico Figueira de Chaves as Chief Executive Officer of Fusion Fuel effective as of the Fusion Fuel Acquisition Closing Date, and the appointment of John-Paul Backwell, the Chief Executive Officer of QIND, as the Chief Executive Officer of Fusion Fuel effective as of the Fusion Fuel Acquisition Closing Date. In addition, Fusion Fuel, QIND, and each director and officer of Fusion Fuel that held equity securities in Fusion Fuel (collectively, the “Fusion Fuel Equityholders”) and each of the QIND Sellers were required to enter into a lock-up agreement which provided that the Fusion Fuel Equityholders and the QIND Sellers were each prohibited from transferring, entering into short sales, granting proxies or powers of attorney, or offering or agreeing to do any of the foregoing during the 180-day period beginning on the Fusion Fuel Acquisition Closing Date, subject to certain exceptions.

~~Since~~On November ~~its~~26, ~~establishment~~2024, the conditions to the Fusion Fuel Acquisition Closing were satisfied in ~~1981~~all material respects, ~~Lahej~~and &therefore ~~Sultan~~is ~~(L&S)~~considered to ~~has~~be ~~provided~~the Fusion Fuel Acquisition Closing Date. On that date, Fusion Fuel instructed its transfer agent to issue the Fusion Fuel Shares Consideration to the ~~following~~QIND ~~services:~~Sellers. ~~cleaning~~The ~~services~~Ordinary Shares Consideration was subsequently issued to Ilustrato, ~~security~~and ~~services~~the Series A Preferred Shares were subsequently issued pro-rata to the QIND Sellers, ~~gas~~with ~~distribution~~Ilustrato’s allocation of the Series A Preferred Shares reduced by the Ordinary Shares Consideration. On November 26, ~~gas~~2024, ~~pipeline~~the ~~connections~~QIND Sellers delivered to QIND’s transfer agent all of the necessary documentation to effect the transfer of the QIND Sellers’ Shares to Fusion Fuel, ~~and~~which ~~pest~~were subsequently transferred to the Company. As of December 1, 2024, Fusion Fuel had gained effective control over QIND’s operations.

AlThe Series ~~Shola~~A ~~Gas~~Preferred ~~LLC~~Shares were issued pursuant to a Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares, which was filed with the Companies Registration Office of Ireland on December 13, 2024 (the “Series A Certificate of Designation”). Pursuant to the Series A Certificate of Designation, the Series A Preferred Shares rank on parity with the Class A Ordinary Shares as to distributions of assets upon liquidation. The Series A Preferred Shares will have no voting rights except as required by the Irish Companies Act and with respect to amendments to the Series A Certificate of Designation or the constitution of Fusion Fuel that adversely affect the terms of the Series A Preferred Shares. On the later of the date of the approval of Fusion Fuel’s issuance ~~advantages~~of ~~over~~the ~~competitors~~underlying ~~include~~Class ~~but~~A ~~are~~Ordinary Shares by Fusion Fuel’s shareholders in accordance with applicable Irish law (the “Series A Conversion Shareholder Approval”) or the clearance of the initial listing application filed by the Company with The Nasdaq Stock Market LLC (“Nasdaq”), the Series A Preferred Shares will automatically convert into a certain number of Class A Ordinary Shares (the “Series A Preferred Shares Conversion”). If the Series A Conversion Shareholder Approval is not obtained at the ~~limited~~Shareholders Meeting (as defined below) by the Extended Meeting Deadline (as defined below), Fusion Fuel will, subject to: applicable law, be required to repurchase all of the outstanding Series A Preferred Shares held by each of the QIND Sellers.

● Over 34 years of experience within the LPG industry and an extensive track record of delivery to Central Gas customers. ● Affiliated and approved by the General Directorate of Civil Defence, Government of Dubai, UAE, as a ‘Central Gas Contractor’ and ‘LPG Supplier’. ● ISO 9001-2015 certification reflects our dedication to quality management systems, ensuring that every aspect of our operations meets the most stringent industry standards8

~~Employees~~Pursuant to the Fusion Fuel Acquisition Agreement, following the Fusion Fuel Acquisition Closing Date, Fusion Fuel, QIND, and the QIND Sellers will enter into an agreement and plan of merger (the “Fusion Fuel/QIND Merger Agreement”). The Fusion Fuel Acquisition Agreement states that the parties intend that after the Fusion Fuel Acquisition Closing, subject to the terms of the Fusion Fuel/QIND Merger Agreement and the receipt of any necessary shareholder, regulatory, and Nasdaq consents or approvals, QIND will merge into a newly-formed, wholly-owned Nevada subsidiary of Fusion Fuel (the “QIND/Fusion Fuel Merger”). Upon completion of the QIND/Fusion Fuel Merger, QIND will become the surviving entity and a wholly owned subsidiary of Fusion Fuel.

WeIn addition, ~~have~~in ~~approximately~~connection ~~120~~with ~~employees~~the inFusion AlFuel ~~Shola~~Acquisition ~~Gas~~Agreement, the board of directors of Fusion Fuel approved resolutions that: ~~LLC.~~(i) ~~The~~approved ~~employees~~the ~~are~~Fusion ~~currently~~Fuel ~~not~~Acquisition ~~represented~~Agreement, the Series A Certificate of Designation, the Fusion Fuel Acquisition Transactions, and the QIND/Fusion Fuel Merger; (ii) approved the payment of the Fusion Fuel Shares Consideration, (iii) directed that the issuance of the Class A Ordinary Shares underlying the Series A Preferred Shares pursuant to the Series A Preferred Shares Conversion, the amendment and restatement of the constitution of Fusion Fuel, including the change of the name of Fusion Fuel to such name as shall be designated by athe ~~labor~~QIND ~~union~~Sellers or(the ~~collective~~“Amended ~~bargaining~~Fusion ~~agreement.~~Fuel WeCharter”), ~~believe~~and the election of the New Directors (as defined below) be submitted for consideration at the Shareholders Meeting, and (iv) recommended to the shareholders of Fusion Fuel that ~~our~~they ~~relationship~~approve the Series A ~~with~~Preferred ~~our~~Shares ~~employees~~Conversion, isthe ~~good~~Amended Fusion Fuel Charter, and the election of the New Directors (the “Board Recommendation”).

~~Our~~The Fusion ~~Growth~~Fuel ~~Strategies~~Acquisition Agreement provides that the following covenants will apply:

We● ~~plan~~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 ~~pursue~~execute ~~several~~a ~~strategies~~voting agreement. ● After the date of the Fusion Fuel Acquisition Agreement, Fusion Fuel will use commercially reasonable efforts to ~~grow~~raise ~~our~~at ~~earnings~~least $5, ~~expand~~000,000 ~~our~~in ~~market~~one ~~share~~or more financing transactions (the “Fusion Fuel Financings”). QIND and ~~further~~the ~~diversify~~QIND ~~our~~Sellers ~~revenue~~are ~~stream~~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, ~~including:~~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.

● Increasing our margins through controllable operational initiatives: Our focus is on driving operational improvement across the business to increase our net income and drive our regional expansion. We aim to centralize certain decision-making procedures and increase adherence to lean manufacturing principles with the objective of reducing manufacturing costs while improving the value proposition for our customers. We aim to develop a companywide culture focused on continuous improvement through the implementation of measurable performance targets and the sharing of best practice. We strive to identify and implement ongoing procedures and initiatives across the business to increase profitability. ● Continue to win new customers: We believe we have a significant opportunity to expand our customer base in the U.A.E. We plan to invest in our fleet of vehicles, sales and marketing organization to supply and promote our competitive products more effectively and accelerate customer acquisition. ● Expand in our existing customers: Our customers demand high quality, reliable products delivered on-time and within budget. We are striving for continuous innovation and capability improvement in Consultation, Design, Supply, Installation, Maintenance, Distribution and Commissioning of Central Gas Systems. We are increasing the marketing of our continuously improving capability, state-of-the-art installations with a proven track record over three decades to our existing customers in order to capitalize on this growth opportunity. ● Expansion into additional markets: Our immediate addressable markets are thew Central Gas System industries including Consultation, Design, Supply, Installation, Maintenance, Distribution and Commissioning of Central Gas Systems. Our goal is to increase the marketing of our design and engineering capability and distribution capacity in order to capitalize on the energy sector’s increasing demand for Central Gas systems in the UAE. Our long-term goal is to expand into the Middle East and Africa where the Central Gas System market is growing rapidly. ● Pursue Strategic Acquisitions: We seek to pursue and execute acquisitions which accelerate our growth strategy. We believe that we have a clear acquisition strategy in place, targeting acquisitions with significant synergies to drive long-term value creation for shareholders. We will seek the acquisition of value enhancing companies which further diversify our manufacturing capability and geographic reach while simultaneously producing attractive financial returns.9

3● 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.

~~Company Structure as of December 31, 2024~~10

	Quality Industrial Corp. (QIND) Voting shares: 146,642,690 as of December 31, 2024
Fusion Fuel Green PLC	Management	Other shareholders
67.04% ownership	0% ownership	32.96% ownership
98,312,334 votes*	0 votes	48,330,356 votes

	●	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.

*IncludingThe Fusion ~~20,000~~Fuel ~~Series~~Acquisition BAgreement ~~shares~~contains ~~converting~~the atfollowing 1unwinding and termination provisions:~~100~~

Corporate Office

	●	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.

~~Our~~If the ~~offices~~Fusion ~~are~~Fuel ~~located~~Acquisition atAgreement ~~505~~is ~~Montgomery~~validly ~~Street~~terminated, ~~San~~ ~~Francisco,~~it CAwill ~~94104,~~become ~~and~~void ~~our~~without ~~telephone~~further ~~number~~obligations isor ~~800-706-0806.~~liabilities, ~~Our~~except ~~website~~if termination ~~addresses~~results ~~are~~from ~~www.qualityindustrialcorp.com,~~fraud ~~https://alsholagas.ae and~~or ~~our~~willful ~~email~~and ~~address~~material isfailure ~~info@qualityindustrialcorp.com.~~to ~~Information~~perform ~~contained~~or onbreach, orthen ~~accessible~~the ~~through,~~responsible ~~the~~party ~~foregoing~~will ~~website~~be isliable ~~not~~for damages as a ~~part~~result of such breach. Certain provisions, ~~and~~including isconfidentiality, ~~not~~fees ~~incorporated~~and byexpenses, ~~reference~~and ~~into~~miscellaneous terms, ~~this~~will ~~Form~~continue to ~~10-K~~apply after termination.

~~Employees~~The Fusion Fuel Acquisition Agreement also contains customary representations, warranties, and covenants, including customary restrictive covenants. The Fusion Fuel Acquisition Agreement provides for mutual indemnification provisions. Indemnification obligations with respect to claims relating to breaches of required representations under the Fusion Fuel Acquisition Agreement or certain related agreements, documents, or certificates are limited to claims of maximum damages of $4,000,000 and claims exceeding $400,000, except that no such limits apply with respect to claims of breach of certain representations considered to be fundamental under the Fusion Fuel Acquisition Agreement or with respect to claims of acts of fraud or willful misconduct. Indemnification obligations under the Fusion Fuel Acquisition Agreement will survive until the earlier of the Series A Preferred Shares Conversion or 24 months following the Fusion Fuel Acquisition Closing Date, except that indemnification for claims of breach of certain representations considered to be fundamental under the Fusion Fuel Acquisition Agreement or with respect to claims of acts of fraud, willful misconduct or intentional misrepresentation will survive until the expiration of the applicable statute of limitations. The QIND Sellers’ indemnification obligations will be shared on a pro-rata basis.

We have 6 employees in QIND and approximately 120 employees in our subsidiary Al Shola Gas. The employees are currently not represented by a labor union or collective bargaining agreement. We believe that our relationship with our employees is good.11

~~Corporate~~Organizational ~~History~~Structure

The ~~Company was incorporated in the state of Nevada~~ ~~under~~following ~~the~~diagram ~~name~~depicts ~~Sensor~~our ~~Technologies,~~organizational ~~Inc.~~structure onas May 4, 1998. In March 2006 the Company changed its name to Bixby Energy Systems Inc. In September 2006, the Company changed its name to Power Play Development Corporation. In April 2007, the Company changed its name to National League of ~~Poker, Inc. In October 2007 the Company changed its name back to Power Play Development Corporation. In October 2011 the Company changed its name to Bluestar Technologies, Inc. In~~ March ~~2018~~31, ~~the Company then changed its name to Wikisoft Corp~~2026.

~~In May 2016, the Company’s Board of Directors~~Corporate terminated the services of all prior officers and directors and the board appointed Robert Stevens as the Board Appointed Receiver for the Company. This was a private receivership where the receiver was appointed by the board to act on behalf of the Company and no court filings were ever made in connection with the receivership. On April 16, 2019, in connection with the Merger described below, Robert Stevens resigned from all of his positions with the Company and the board appointed receivership was concluded. At that time Rasmus Refer was appointed as the Company’s CEO and Director, and he resigned from such positions in August and November 2020, respectively. On August 31, 2020, Carsten Kjems Falk was appointed as CEO, and Paul C Quintal was on December 1, 2021, appointed as the sole director of the Company.Office

~~On April 11, 2019, the Company entered into an Agreement~~Our ~~and~~offices ~~Plan~~are oflocated ~~Merger~~at ~~(the~~505 ~~“Merger~~Montgomery ~~Agreement”)~~Street, ~~with~~San ~~WikiSoft~~Francisco, ~~Acquisition~~CA ~~Corp.~~94104, aand ~~Delaware~~our ~~corporation~~telephone ~~which~~number ~~was~~is ~~then~~800-706-0806. ~~the~~Our ~~Company’s~~website addresses ~~wholly~~are ~~owned subsidiary (“Merger Sub”) and WikiSoft Corp~~www.qualityindustrialcorp.com, ahttps://alsholagas.ae ~~privately~~and ~~held~~our ~~Delaware~~email ~~corporation~~address ~~(“WikiSoft~~is ~~DE”)~~info@qualityindustrialcorp.com. Information Incontained ~~connection~~on, ~~with~~or ~~the~~accessible ~~closing of this merger transaction~~through, ~~Merger Sub merged with and into WikiSoft DE (~~the ~~“Merger”)~~foregoing onwebsite ~~April 24,~~is ~~2019.~~not ~~Pursuant~~a topart ~~the Merger~~of, ~~the~~and ~~Company~~is ~~acquired~~not ~~WikiSoft~~incorporated DEby ~~which~~reference ~~then~~into, ~~became~~this ~~its~~Form ~~wholly owned subsidiary~~10-K.

On March 19, 2020, the Company entered into an Agreement and Plan of Merger (the “Short Form Merger Agreement”) with WikiSoft DE, pursuant to which it was agreed that the Company would merge with and into WikiSoft DE, with the Company surviving. Thereafter, on March 25, 2020, WikiSoft DE merged with and into the Company, with the Company (i.e., WikiSoft Corp. - the NV corporation) surviving pursuant to a Certificate of Ownership and Merger filed in with Delaware Secretary of State, whereby the then wholly owned subsidiary (WikiSoft DE) merged with and into the Company, with the Company surviving. On March 25, 2020, the Company filed Articles of Conversion in Nevada, whereby the then subsidiary (WikiSoft DE) merged with and into the Company, with the Company surviving. Prior to the Merger, the Company did not have any business operations, and at the closing of the Merger, the Company’s business was as described in detail below.Employees

~~Wikisoft~~As of ~~Corp.~~March ~~had~~31, a2026, ~~vision~~we tohave ~~become~~125 ~~one~~employees, ofincluding ~~the~~five ~~largest portals~~employees of ~~information~~QIND ~~for businesses~~ and ~~business~~120 ~~professionals.~~employees ~~Built~~of onAl ~~open-source~~Shola ~~software~~Gas, ~~the~~all ~~portal~~of ~~wikiprofile.com,~~whom ~~was~~are ~~initially launched in January 2018, and the portal was relaunched in June 2021~~full-time.

~~We changed ownership on May 28, 2022, when Ilustrato~~Smaller ~~Pictures~~Reporting ~~International Inc. (“ILUS”) acquired 77.4% of the outstanding shares in our~~ Company. As a result, ILUS was able to unilaterally control the election of our board of directors, all matters requiring shareholder approval, and, ultimately, the direction of our company. Also, during the year, Mr. Nicolas Link, beneficial owner of ILUS, was appointed as our Executive Chairman of the Board, Mr. John-Paul Backwell was appointed as our Chief Executive Officer and Mr. Carsten Falk resigned as our Chief Executive Officer and was appointed as our Chief Commercial Officer.

~~In line with the change in control and business direction,~~The ~~our~~ Company ~~changed~~is ~~its~~a ~~name~~“smaller toreporting ~~Quality~~company” ~~Industrial~~as ~~Corp.~~defined ~~with~~in ~~the~~Rule ~~ticker~~12b-2 ~~QIND,~~under ~~with~~the aExchange ~~market~~Act. ~~effective~~There ~~date~~are ofcertain ~~August~~exemptions 4,available to ~~2022.~~us Asas a ~~result of~~smaller ~~these~~reporting ~~transactions~~company, ~~Quality~~including: ~~Industrial~~(1) ~~Corp.~~not isbeing arequired ~~public~~to ~~company~~comply ~~focused~~with on the ~~industrial~~auditor ~~and~~attestation ~~energy~~requirements ~~sectors~~of ~~and was a subsidiary~~Section to404(b) ~~ILUS.~~of ~~The~~the ~~Company~~Sarbanes ~~filed~~Oxley ~~articles~~Act; of(2) ~~merger~~scaled ~~with~~executive ~~the~~compensation ~~Secretary~~disclosures; ofand ~~State~~(3) ofthe ~~Nevada~~requirement ~~in order~~ to ~~effectuate~~provide aonly ~~merger~~two ~~with~~years ~~our~~of audited ~~wholly~~financial ~~owned subsidiary~~statements, ~~Quality~~instead ~~Industrial Corp. Shareholder approval was not required under Section 92A.180~~ of ~~the~~three ~~Nevada Revised Statutes~~years. As ~~part of~~long ~~the~~as ~~merger,~~we maintain our ~~board~~status ofas ~~directors authorized~~ a ~~change in our name to~~ “~~Quality~~smaller ~~Industrial~~reporting ~~Corp.~~company”, these ~~and~~exemptions ~~our~~will ~~Articles~~continue ofto ~~Incorporation have~~be ~~been~~available ~~amended~~ to ~~reflect this name change~~us. ~~Our common stock trades under the symbol “QIND.”~~

~~After ILUS acquired control of QIND, on May 28, 2022,~~Emerging ~~ILUS~~Growth ~~signed a binding letter of intent on June 28, 2022, for the~~ Company to acquire 51% of Quality International Co. Ltd. FZC (“Quality International” or “QI”), an international process manufacturing company, manufacturing custom solutions for the oil & gas, petrochemical & refinery, chemical & fertilizer, power & desalination, water & wastewater, and offshore industries.

OnWe qualify ~~March~~as 9,an ~~2023~~“emerging growth company” under the U.S. Jumpstart Our Business Startups Act (the “JOBS Act”). As a result, we ~~changed~~will ~~our~~be ~~SIC~~permitted ~~code~~to, and intend to, rely on exemptions from certain disclosure requirements. These provisions include exemption from the auditor attestation requirement under Section 404 of the ~~Company~~Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) toin ~~SIC~~the ~~3590~~assessment —of ~~Misc~~the emerging growth company’s internal control over financial reporting. ~~Industrial~~In &addition, ~~Commercial~~Section ~~Machinery~~107 ~~and~~of ~~Equipment~~the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to ~~reflect~~private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new ~~business~~or ~~direction~~revised accounting standards.

412

OnWe will ~~June~~remain ~~22,~~an ~~2023,~~emerging growth company until the ~~board~~earliest of ~~directors~~(i) ~~approved~~ the ~~granting~~last day of ~~discretionary~~the ~~authority~~fiscal toyear ~~the~~during ~~board~~which ofwe ~~directors,~~have attotal ~~any~~annual ~~time~~gross revenues orof ~~times~~at ~~for~~least a$1.235 ~~period~~billion; of(ii) upthe tolast ~~twelve~~day ~~months,~~of toour ~~adopt an~~fiscal ~~amendment~~year (following the ~~“Amendment”)~~fifth toanniversary of the ~~Company’s~~completion ~~articles~~ of ~~incorporation,~~our asinitial public ~~amended~~offering; (iii) the ~~“Articles~~date ofon ~~Incorporation”)~~which we have, to ~~effect~~during athe ~~reverse~~preceding ~~stock~~three ~~split~~year ~~(the~~period, ~~“Reverse~~issued ~~Stock~~more ~~Split”)~~than ~~with~~$1.0 abillion ~~ratio~~in ~~within~~non-convertible debt; or (iv) the ~~range~~date ofon ~~1-for-2~~which we are deemed to ~~1-for-20~~be ~~(the~~a “~~Reverse Stock~~large ~~Split~~accelerated ~~Ratio~~filer”). Onunder ~~June~~the ~~22,~~Exchange ~~2023~~Act, ~~the~~which ~~Company~~could ~~received~~occur if athe ~~written~~market ~~consent~~value inof ~~lieu~~the ofcommon astock ~~meeting~~that are held by ~~the~~non-affiliates ~~holder~~exceeds of$700 ~~77,669,078~~million ~~shares~~ as of ~~our~~the ~~common~~last ~~stock~~business ~~(the~~day ~~“Majority~~of ~~Stockholder”)~~our ~~authorizing~~most recently ~~the~~completed ~~Reverse~~second ~~Stock~~fiscal ~~Split~~quarter. ~~and~~Once ~~Reverse~~we ~~Stock~~cease ~~Split~~to ~~Ratio~~be ~~for~~an aemerging ~~period of~~growth upcompany, towe ~~twelve~~will ~~months~~not ~~conditional~~be ~~upon~~entitled ~~and~~to ~~concurrent~~the ~~with~~exemptions ~~uplisting~~provided in tothe aJOBS ~~national~~Act ~~stock~~discussed ~~exchange~~above.

~~On March 27, 2024, we entered into a definitive Stock~~ITEM ~~Purchase Agreement with the shareholders of Al Shola Al Modea Gas Distribution LLC (“ASG” or “Al Shola Gas”) to acquire a 51% stake in ASG~~1A. ~~The~~RISK closing of the transaction occurred with the execution of the definitive Stock Purchase Agreement. Al Shola Gas is an engineering and distribution company in the LPG industry based in the United Arab Emirates and was established in 1980. The company is one of the region’s leading suppliers of LPG gas and contractors for LPG Centralized Pipeline Systems, and it is approved by the General Directorate of Civil Defense, Government of Dubai, as a Central Gas Contractor and LPG Supplier.FACTORS

AlAn investment ~~Shola~~in ~~Gas~~our issecurities ~~ISO~~involves ~~9001~~a ~~certified~~high ~~and~~degree ~~offers~~of arisk. ~~wide~~In addition to the other information contained in this Annual Report on ~~range~~Form 10-K, prospective investors should carefully consider the following risks before investing in our securities. If any of ~~services~~the ~~including~~following risks ~~Consultation,~~actually ~~Design~~occur, ~~Supply,~~as ~~Installation~~well as other risks not currently known to us or that we currently consider immaterial, ~~Maintenance~~our business, ~~Distribution~~operating results and ~~Commissioning~~financial ofcondition ~~Central~~could ~~Gas~~be ~~Systems~~materially adversely affected. ~~ASG~~ ~~provides~~As a ~~wide~~result, ~~range~~the trading price of ~~bespoke~~our ~~solutions~~common ~~across~~stock could decline, and you may lose all ~~LPG~~or part of your investment in our common stock. The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “Introductory Notes – Cautionary Note Regarding Forward-Looking Statements” in this Annual Report on Form 10-K. In assessing the risks below, you should also refer to the other information contained in this Annual Report on Form 10-K, including the financial statements and the related ~~requirements~~notes, before deciding to purchase any of our securities.

~~The Parties agreed a “Purchase Price”~~Risks ofRelating ~~51%~~to ~~shares~~Macro ~~for~~Conditions ~~$10,000,000~~and ~~(Ten~~Our ~~Million~~Financial ~~USD), which is payable as follows:~~Condition

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

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.

~~Pursuant~~As of toDecember ~~the~~31, ~~terms~~2025, all eight of our outstanding convertible promissory notes have matured and the ~~Stock~~amounts ~~Purchase~~due ~~Agreement, QIND~~thereunder ~~occupies~~remain ~~two~~unpaid. These ~~non-paid~~notes ~~board~~include: ~~seats~~(i) ~~including~~a ~~Chairman~~note ofin the ~~Board~~original principal amount of Al$1,100,000, ~~Shola~~which ~~Gas~~matured ~~and~~on ~~one~~August ~~other~~3, ~~non-paid~~2024; ~~board~~(ii) ~~seat~~a ~~for~~note ~~existing~~in the original Alprincipal ~~Shola~~amount ~~Gas~~of ~~shareholders.~~$200,000, ~~QIND~~which ~~obtained~~matured ~~immediate~~on ~~control~~March ~~upon~~17, ~~execution~~2025; of(iii) ~~the~~a ~~Agreement.~~note ~~Full~~in ~~operational~~the ~~control~~original isprincipal ~~retained~~amount byof ~~existing~~$220,000, which matured ~~shareholders~~on ~~and~~February ~~management~~23, ~~unless~~2024; (iv) a note in the ~~new~~original ~~Board~~principal amount of ~~Directors~~$550,000, ~~determines~~which ~~otherwise~~matured ~~due~~on toDecember 16, 2023; (v) a ~~breach~~note ofin the original ~~Stock~~principal ~~Purchase~~amount ~~Agreement~~of $35,000, ~~ongoing poor~~which ~~performance,~~matured on or ifabout ~~structural~~August ~~changes~~6, ~~are~~2024; ~~recommended~~(vi) ina ~~line~~note ~~with~~in the ~~laws~~original ~~governed~~principal byamount of $100,000, which matured on December 20, 2024; (vii) a note in the ~~Stock~~original ~~Purchase~~principal ~~Agreement~~amount of $71,500, which ~~will~~matured ~~be decided~~on February 21, 2025; and (viii) ~~approved~~a bynote in the ~~new~~original ~~Board~~principal amount of ~~Directors~~$405,000, which matured on July 4, 2025. Including accrued and unpaid interest, default interest, penalties, and other amounts that are owed, as of December 31, 2025, the ~~Company~~total balance remaining under these notes was $2,561,240.

OnThe failure ~~April~~to 1,repay ~~2024,~~these ~~after~~notes at maturity constitutes an event of default under several ~~failed~~of ~~effort~~the ~~negotiations~~notes and may constitute an event of default ~~with~~under ~~the~~all ~~purpose~~of them. The consequences of ~~restructuring~~such defaults are material and include, among other things: (a) acceleration of the ~~deal~~full outstanding principal amount plus accrued and ~~obtaining~~unpaid ~~information~~interest; (b) accrual of default interest at elevated rates (ranging from 15% to 20% per annum, depending on the ~~selling~~note); ~~shareholders~~(c) in the case of ~~Quality~~the ~~International~~notes that matured on February 23, 2024 and February 21, 2025, the ~~Quality~~outstanding amount ~~International~~becoming ~~Purchase~~immediately ~~Agreement~~due ~~was~~and ~~terminated~~payable byat ~~Quality~~150% ~~International~~to 200% of the then-outstanding principal and ~~subsequently~~accrued interest (not including default due only to non-payment of principal or interest when due); (d) in the case of the note that matured on August 6, 2024, assessment of a liquidated damages charge equal to 25% of the ~~Board~~outstanding balance; (e) in the case of ~~Directors~~the note that matured on June 30, 2025, the outstanding principal amount increasing to 110% of the ~~Company~~amount ~~approved~~then due plus default interest at 16% per annum, and the holder gaining the right to convert the ~~cancellation~~default amount into shares of our common stock at a conversion price equal to 80% of the ~~agreement~~average ~~with~~of ~~Quality~~the ~~International~~four ~~that~~lowest ~~was~~volume ~~signed~~weighted average onprices ~~January~~over ~~18,~~the ~~2023~~preceding 20 trading days, with full-ratchet anti-dilution protection; and ~~amended~~(f) onin ~~July~~the 27case of all notes containing conversion features, ~~2023~~the right of holders to convert outstanding amounts into shares of our common stock at conversion prices that may be substantially below the then-current market price, resulting in significant dilution to existing stockholders.

On November 18, 2024, Quality Industrial Corp., a Nevada corporation, Fusion Fuel Green PLC, an Irish public limited company, Ilustrato Pictures International Inc., a Nevada corporation, a stockholder of the Company, and certain other stockholders of the Company together with the Company and Fusion Fuel, entered into a Stock Purchase Agreement, dated as of November 18, 2024. Under the Purchase Agreement, the Sellers transferred an aggregate of 78,312,334 shares of common stock and 20,000 shares of Series B Preferred Stock of the Company, constituting approximately 67.36% of the voting stock of at the time, to Fusion Fuel Green PLC. Fusion Fuel issued 3,818,969 Class A ordinary shares and 4,171,327 preferred shares to the Sellers. As a result of these transactions, Quality Industrial Corp. is a public company focused on the industrial, oil & gas and utility sectors and is a subsidiary to HTOO.13

~~On April 8~~Additionally, ~~2025, the Company signed an Amendment~~ to the ~~Share~~note ~~Purchase~~that ~~Agreement,~~matured ~~dated~~on ~~March~~June 2730, ~~2024~~2025, ~~with~~is ~~the~~a ~~shareholders~~senior secured obligation of Althe ~~Shola~~Company, Aland ~~Modea~~default ~~Gas~~thereunder ~~Distribution~~could ~~LLC.~~result ~~The~~in ~~amended~~the ~~Share~~lender ~~Purchase~~enforcing ~~Agreement~~its ~~removed~~rights, ~~the~~which ~~termination~~could ~~clause~~materially ~~9.14~~impair ~~and~~our ~~amended~~operations ~~other~~and ~~clauses of~~ the ~~Share~~value ~~Purchase~~of ~~Agreement,~~our ~~dated March 27, 2024~~assets. The ~~foregoing~~related ~~description~~loan ofagreement ~~the~~also ~~Amended~~contains cross-default ~~Share~~provisions ~~Purchase~~triggered ~~Agreement~~by isdefaults ~~not~~on ~~complete~~other ~~and~~material isagreements, ~~qualified~~potentially incompounding ~~its~~the ~~entirety~~adverse ~~and~~effects ~~filed~~described ~~as Exhibits 2~~above.~~8 to this form 10-K.~~

~~Smaller~~Several of ~~Reporting~~these ~~Company~~notes also contain most-favored-nation provisions, anti-dilution protections, and beneficial ownership limitations that, in the aggregate, could further complicate our ability to restructure or refinance this indebtedness. There can be no assurance that we will be able to negotiate forbearance agreements, obtain waivers, refinance, or otherwise satisfy our obligations under these notes on terms acceptable to us, or at all. If the holders of these notes elect to exercise their remedies, including acceleration, conversion at discounted prices, or enforcement of security interests, such actions could have a material adverse effect on our business, financial condition, results of operations, and the market price of our common stock, and could raise substantial doubt about our ability to continue as a going concern.

~~The Company is a “smaller reporting company”~~We ~~as defined in Rule 12b-2 under the Exchange Act. There~~ are ~~certain~~dependent ~~exemptions~~on ~~available~~Fusion toFuel usand asexternal afinancing ~~smaller reporting company, including: (1) not being required~~ to ~~comply~~fund ~~with~~our ~~the~~operations ~~auditor~~and ~~attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled~~ executive compensation, ~~disclosures;~~ and ~~(3)~~there ~~the~~can ~~requirement~~be tono ~~provide only two years of audited financial statements, instead of three years. As~~assurance ~~long~~that assuch wesupport ~~maintain our status as a “smaller reporting company”, these exemptions~~ will ~~continue to~~ be available towhen usneeded.

5We anticipate that Fusion Fuel, our parent company, will finance certain investments in connection with the operations of Al Shola Gas, our majority-owned subsidiary. We further anticipate that Fusion Fuel will provide all compensation required by our executive officers, other than our Chief Operating Officer and Managing Director Middle East. In addition, we plan to address cash flow deficits through borrowings and the sale of securities.

~~Emerging~~However, no ~~Growth~~assurance ~~Company~~can be given that any such financing, executive compensation support, or additional capital will be available, if and when required. Fusion Fuel’s ability to finance our investments and fund executive compensation depends on its own financial condition and liquidity, which are subject to risks and uncertainties beyond our control. Similarly, our ability to raise capital through borrowings or securities sales may be constrained by adverse market conditions, deteriorating creditworthiness, regulatory limitations, or investor sentiment. If we are unable to obtain adequate financing or compensation support from Fusion Fuel, or to raise sufficient capital through borrowings or securities sales, we may be unable to fully fund our operations, retain key executive personnel, or execute our business plan. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations, and prospects.

~~The Company qualifies as an “emerging growth~~We ~~company,”~~have asa ~~defined~~substantial inamount ~~Section 2(a)(19)~~ of ~~the~~goodwill ~~Securities~~on ~~Act,~~our itbalance ~~may choose to follow disclosure requirements that are scaled for newly public companies~~sheet. AFuture ~~company~~write-offs ~~qualifies~~of asgoodwill anmay ~~emerging~~have ~~growth~~the ~~company~~effect ~~if it has total annual gross revenues~~ of ~~less~~decreasing ~~than~~our ~~$1.07~~earnings ~~billion~~or ~~during~~increasing ~~its~~our ~~most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement~~losses.

~~For~~We have soobtained ~~long~~growth asthrough wethe ~~remain~~acquisition anof ~~“emerging~~Al ~~growth company”~~Shola asGas. ~~defined~~Under inexisting ~~the~~accounting ~~Jumpstart~~standards, ~~our~~we ~~Business~~are ~~Startups~~required ~~Act~~to ofperiodically ~~2012,~~review goodwill orassets for possible impairment. In the ~~JOBS~~event ~~Act,~~that we ~~may~~are ~~take~~required ~~advantage~~to write down the value of ~~certain~~any ~~exemptions~~assets under these pronouncements, ~~from~~it ~~various~~may ~~requirements~~materially ~~that~~and ~~are~~adversely ~~applicable~~affect toour ~~public~~operating ~~companies~~results, ~~that~~financial ~~are~~condition, ~~not~~and ~~“emerging~~the ~~growth~~price ~~companies~~of our common stock.” InThe ~~particular,~~percentage of our goodwill compared to our total assets as anof ~~emerging~~December ~~growth~~31, ~~company~~2025, ~~we:~~was 50.6%.

●Our ability ~~are not required~~ to ~~obtain~~generate ~~an attestation and report from our auditors on our management’s assessment of our internal control over financial reporting pursuant to~~ the ~~Sarbanes-Oxley~~significant ~~Act~~amount of ~~2002;~~cash ●needed ~~are not required~~ to ~~provide~~service ~~a detailed narrative disclosure discussing~~ our ~~compensation~~debt ~~principles,~~obligations ~~objectives~~ and ~~elements and analyzing how those elements fit with~~ our ~~principles~~ability ~~and objectives (commonly referred~~ to asrefinance ~~“compensation~~all ~~discussion~~or ~~and analysis”); ● are not required to obtain~~ a ~~non-binding~~portion of ~~advisory vote from~~ our ~~stockholders~~indebtedness ~~on executive compensation~~ or ~~golden~~obtain ~~parachute~~additional ~~arrangements~~financing ~~(commonly~~depends ~~referred~~on tomany ~~as the “say-on-pay~~factors,” ~~“say-on-frequency”~~many ~~and~~of ~~“say-on-golden-parachute”~~which ~~votes); ● are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; ●~~ may ~~present~~be ~~only~~beyond ~~two~~our 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 Actcontrol.

~~Under the JOBS Act, we may take advantage of the above-described reduced~~Our ~~reporting~~ability ~~requirements and exemptions for up~~ to ~~five~~make ~~years~~scheduled ~~after~~payments ~~our~~on, ~~initial~~or ~~sale of common equity pursuant~~ to arefinance ~~registration~~our ~~statement declared~~obligations ~~effective~~ under, ~~the~~our ~~Securities~~debt, ~~Act~~will ofdepend ~~1933,~~on asour ~~amended~~financial ~~(the~~and ~~“Securities~~operating ~~Act”)~~performance, which, orin ~~such~~turn, ~~earlier~~will ~~time~~be ~~that~~subject weto noprevailing ~~longer meet~~economic ~~the~~and ~~definition~~competitive ofconditions anand ~~emerging~~to ~~growth~~the ~~company.~~financial Inand ~~this~~business ~~regard~~factors, ~~the~~many ~~JOBS~~of which ~~Act~~may ~~provides~~be ~~that~~beyond weour ~~would~~control. ~~cease~~We tocannot beassure anyou ~~“emerging growth~~that ~~company”~~our ifbusiness wewill ~~have~~generate ~~more~~sufficient ~~than~~cash ~~$1,070,000,000~~flow infrom ~~annual revenues~~operations, ~~have~~that ~~more~~currently anticipated ~~than~~business ~~$700~~opportunities ~~million~~will inbe ~~market~~realized ~~value~~on ofschedule ~~our~~or ~~Common stock~~at ~~held by non-affiliates~~all, or ~~issue~~that ~~more~~future ~~than~~borrowings ~~$1.0~~will ~~billion~~be inavailable ~~principal~~to ~~amount~~us ofin ~~non-convertible debt over a three-year period. We~~amounts ~~would~~sufficient ~~cease~~ to beenable anus ~~emerging~~to ~~growth~~service ~~company on the last day of the fiscal year following the date of the fifth anniversary of~~ our ~~first sale~~indebtedness ofand ~~common~~any ~~equity~~amounts ~~securities~~borrowed under anfuture ~~effective~~credit ~~registration~~facilities, ~~statement~~ or ato ~~fiscal~~fund ~~year~~our inother ~~which we have $1 billion in gross revenues~~liquidity needs.

We ~~intend to take advantage of all of these reduced~~ ~~reporting~~will ~~requirements~~use ~~and~~cash ~~exemptions,~~to ~~including~~pay the ~~longer~~principal ~~phase-in~~and ~~periods~~interest ~~for~~on ~~the~~our ~~adoption~~debt ofexcept ~~new or revised financial accounting standards under §107 of the JOBS Act. This election allows us~~ to ~~delay~~ the ~~adoption~~extent ofthat ~~new~~such ordebt ~~revised~~may ~~accounting~~be ~~standards~~convertible ~~that~~into ~~have~~equity. ~~different~~These ~~effective~~payments ~~dates~~limit ~~for~~funds ~~public~~otherwise ~~and~~available ~~private~~for ~~companies~~working ~~until~~capital, ~~those~~capital ~~standards~~expenditures, ~~apply~~acquisitions, tocollaborations, ~~private~~and ~~companies.~~other purposes. As a result of ~~this~~these ~~election~~obligations, our ~~financial statements~~current liabilities may ~~not~~exceed beour ~~comparable~~current toassets. ~~companies~~We ~~that~~may ~~comply~~need ~~with~~to ~~public~~take ~~company~~on ~~effective~~additional ~~dates.~~debt ~~Therefore,~~as ~~our~~we expand ~~election~~in toour ~~use~~industry, ~~the~~which ~~phase-in periods~~could ~~may~~increase ~~make~~our itratio ~~difficult~~of debt to ~~compare~~equity. ~~our~~The ~~financial~~need ~~statements~~ to ~~those~~service ofour ~~non-emerging~~debt ~~growth~~may ~~companies~~limit ~~and~~funds available for other ~~emerging~~purposes ~~growth companies~~and ~~that~~our ~~have~~inability ~~opted~~to ~~out~~service ofdebt in the ~~phase-in~~future ~~periods~~could ~~under~~lead ~~§107~~to acceleration of ~~the~~our ~~JOBS~~debt ~~Act~~and foreclosure on assets.

Our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an “emerging growth company,” which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an “emerging growth company,” we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.14

~~Additional~~We cannot ~~Information~~assure that we will be able to refinance any of our indebtedness or obtain additional financing as well as prevailing market conditions. As a result, we could face liquidity problems and might be required to dispose of material assets or operations to meet our indebtedness service and other obligations.

~~The public may read and copy any materials the Company~~Our ~~files~~projections ~~with~~are ~~the~~subject ~~SEC~~to insignificant ~~the SEC’s Public Reference Section~~risks, ~~Room 1580~~assumptions, ~~100~~estimates Fand ~~Street N.E.~~uncertainties, ~~Washington,~~including ~~D.C.~~assumptions ~~20549.~~regarding ~~The~~future ~~public may obtain~~legislation ~~information~~and onchanges ~~the~~in ~~operation~~regulations of the ~~Public~~jurisdictions ~~Reference~~in ~~Section~~which bywe ~~calling~~operate, ~~the~~or ~~SEC~~seek atto ~~1-800-SEC-0330. Additionally~~operate, ~~the~~our ~~SEC~~business. ~~maintains~~As ~~an Internet~~a ~~site~~result, ~~that~~our ~~contains~~projected ~~reports~~revenues, market ~~proxy and information statements~~share, expenses and ~~other~~profitability ~~information~~may ~~regarding~~differ ~~issuers~~materially ~~that~~from ~~file~~our ~~electronically with the SEC, which can be found at http://www~~expectations.~~sec.gov.~~

6We operate in a rapidly evolving and highly competitive industry and our projections are subject to the risks and assumptions made by management with respect to this industry. Operating results are difficult to forecast because they generally depend on our assessment of factors that are inherently beyond our control and impossible to predict with certainty, such as the timing of the adoption of future legislation and regulations by different jurisdictions.

~~ITEM~~Furthermore, if ~~1A.~~we ~~RISK~~invest ~~FACTORS~~in the development of new products or distribution channels that do not achieve commercial success, whether because of competition or otherwise, we may not recover the often material “up front” costs of developing and marketing those products and distribution channels or recover the opportunity cost of diverting management and financial resources away from other products or distribution channels.

~~An investment in~~ Additionally, our ~~securities involves~~business amay ~~high~~be ~~degree~~affected ofby ~~risk.~~reductions Inin ~~addition~~customer toacquisition, ~~the~~customer ~~other~~persistency ~~information~~and ~~contained~~customer inspending ~~this~~as ~~prospectus,~~a ~~prospective~~result ~~investors~~of ~~should carefully~~numerous ~~consider~~factors ~~the~~which ~~following~~may ~~risks~~be ~~before~~difficult ~~investing~~to ~~in our securities~~predict. IfThis ~~any~~may ofresult ~~the~~in ~~following~~decreased ~~risks~~revenue ~~actually occur~~levels, asand ~~well~~we asmay ~~other~~be ~~risks not~~unable ~~currently~~to ~~known~~adopt timely measures to uscompensate orfor ~~that~~any weunexpected ~~currently~~shortfall ~~consider~~in ~~immaterial,~~income. ~~our~~Our ~~business,~~profitability ~~operating~~projections ~~results~~make ~~and~~numerous ~~financial~~assumptions ~~condition~~about ~~could~~the beexpected ~~materially~~future ~~adversely~~levels ~~affected.~~of Asvarious aexpense ~~result~~items. Historically, ~~the~~most ~~trading price~~ of ~~our~~these ~~common~~expense ~~stock~~items ~~could~~have ~~decline,~~been ~~and~~relatively ~~you~~stable ~~may lose all~~ or ~~part~~predictable ofeither ~~your~~in ~~investment~~absolute interms ~~our~~or ~~common~~in ~~stock.~~relation ~~The~~to ~~risks~~revenue ~~discussed~~but ~~below~~there ~~also~~is ~~include~~no ~~forward-looking~~certainty ~~statements,~~that ~~and~~such ~~our~~stability ~~actual~~or ~~results~~predictability ~~may~~will ~~differ~~continue ~~substantially from~~into ~~those~~the ~~discussed in these forward-looking statements~~future. ~~See~~These inabilities ~~“Cautionary~~could ~~Note~~cause ~~Regarding~~our ~~Forward-Looking~~operating ~~Statements”~~results in ~~this prospectus.~~a Ingiven ~~assessing~~period ~~the~~to ~~risks~~be ~~below,~~higher ~~you~~or ~~should~~lower ~~also~~than ~~refer~~expected. toIf ~~the~~actual ~~other~~results ~~information~~differ ~~contained~~from ~~in this prospectus~~our estimates, ~~including~~analysts ~~the~~may ~~financial statements~~react ~~and the related notes~~negatively, ~~before~~and ~~deciding~~our toshare ~~purchase~~price ~~any~~could ofbe ~~our~~adversely ~~securities~~impacted.

~~Risks~~If we ~~Relating~~are unable to ~~Macro~~successfully ~~Conditions~~identify, complete and ~~Our~~integrate ~~Financial Condition~~acquisitions, our results of operations could be adversely affected.

We Acquisitions have been and will continue to be a ~~substantial~~significant ~~amount~~component of ~~goodwill~~our ongrowth ~~our~~strategy. ~~balance~~We ~~sheet~~seek to identify and complete acquisitions and may continue to make strategic acquisitions. ~~Future~~Our previous or future acquisitions may not be successful or may not generate the financial ~~write-offs~~benefits that we expected to achieve at the time of ~~goodwill~~acquisition. ~~may~~In ~~have~~addition, there can be no assurance that we will be able to locate suitable acquisition candidates in the ~~effect~~future or acquire them on acceptable terms or, because of ~~decreasing~~competition in the marketplace and limitations imposed by the agreements governing our ~~earnings~~indebtedness or ~~increasing~~the ~~our~~availability ~~losses~~of capital, that we will be able to finance future acquisitions. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms.

~~We have obtained growth through the acquisition of Al~~Acquisitions ~~Shola~~involve ~~Gas.~~special ~~Under~~risks, ~~existing~~including, ~~accounting~~without ~~standards~~limitation, ~~we are required to periodically review goodwill assets for possible impairment. In~~ the ~~event~~ ~~that~~potential weassumption ~~are required to write down the value~~ of ~~any~~unanticipated ~~assets~~liabilities ~~under~~and ~~these pronouncements~~contingencies, itdifficulty in ~~may~~assimilating ~~materially~~the operations and ~~adversely~~personnel ~~affect~~of ~~our operating~~the ~~results,~~acquired ~~financial condition~~businesses, ~~and~~disruption ~~the price~~ of our ~~common~~existing ~~stock.~~business, ~~See~~dissipation ~~the more detailed discussion appearing as part~~ of our ~~Management’s~~limited ~~Discussion~~management resources and ~~Analysis~~impairment of ~~Financial~~relationships ~~Condition~~with employees and ~~Results~~customers of ~~Operations~~the ~~and~~acquired inbusiness ~~our~~as ~~financial~~a ~~footnotes.~~result ~~The percentage~~ of ~~our~~changes ~~goodwill~~in ~~compared~~ownership. toSuch ~~our~~incidents ~~total~~can ~~assets~~significantly asaffect ofour ~~December~~financial ~~31,~~and ~~2024,~~operational ~~was 46~~outlook.~~4%.~~

~~Our~~While we ~~ability~~believe tothat ~~generate~~strategic ~~the~~acquisitions ~~significant~~can ~~amount~~improve ofour ~~cash~~competitiveness ~~needed~~and toprofitability, these activities could have a material adverse ~~service~~effect on our ~~debt~~business, ~~obligations~~financial condition, and ~~our~~operating ~~ability~~results. We may incur significant costs such as transaction fees, professional service fees and other costs related to ~~refinance~~future ~~all~~acquisitions. orWe amay ~~portion~~also incur integration costs following the completion of any such acquisition as we integrate the acquired business with the rest of our ~~indebtedness~~Company. orAlthough ~~obtain~~we ~~additional~~expect ~~financing~~that ~~depends~~the realization of efficiencies onrelated ~~many~~to ~~factors,~~the ~~many~~integration of ~~which~~any acquired businesses will offset the incremental transaction and acquisition-related costs over time, this net financial benefit may not be ~~beyond~~achieved ~~our~~in ~~control~~the near term or at all.

Our ability to make scheduled payments on, or to refinance our obligations under, our debt, will depend on our financial and operating performance, which, in turn, will be subject to prevailing economic and competitive conditions and to the financial and business factors, many of which may be beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations, that currently anticipated business opportunities will be realized on schedule or at all, or that future borrowings will be available to us in amounts sufficient to enable us to service our indebtedness and any amounts borrowed under future credit facilities, or to fund our other liquidity needs.15

WeRisks associated ~~will~~with ~~use~~climate ~~cash~~change ~~to pay the principal~~ and ~~interest on~~other ~~our~~environmental ~~debt. These payments limit funds otherwise available for working capital~~impacts, ~~capital~~and ~~expenditures,~~increased ~~acquisitions,~~focus ~~collaborations,~~ and ~~other~~ ~~purposes.~~evolving Asviews ~~a result~~ of ~~these obligations,~~ our ~~current liabilities may exceed our current assets. We may need to take on additional debt as we expand in our industry~~customers, ~~which could increase our ratio of debt to equity. The need to service our debt may limit funds available~~shareholders, ~~for~~and other ~~purposes~~stakeholders ~~and~~on ~~our~~climate ~~inability~~change toissues, ~~service debt in the future~~ could ~~lead~~negatively toaffect ~~acceleration of~~ our ~~debt~~business and ~~foreclosure on assets~~operations.

The effects of climate change create short and long-term financial risks to our business, both in the UAE and globally. We ~~cannot~~have ~~assure~~significant operations located in regions that wehave ~~will~~been, and may in the future be, ~~able~~exposed to ~~refinance~~significant weather events and other natural disasters. ~~any~~Climate ofrelated ~~our~~changes ~~indebtedness~~can increase variability in or ~~obtain~~otherwise ~~additional~~impact ~~financing~~natural asdisasters, ~~well~~including asweather ~~prevailing~~patterns, ~~market~~with ~~conditions~~the potential for increased frequency and severity of significant weather events (e.g., Asflooding, ahurricanes, ~~result~~and tropical storms), wenatural hazards (e.g., increased flooding risk), rising mean temperature and sea levels, and long-term changes in precipitation patterns (e.g., drought, desertification, and/or poor water quality). We expect climate change could ~~face~~affect ~~liquidity~~our ~~problems~~facilities, operations, employees, and communities in the future, particularly at facilities in coastal areas and ~~might~~areas beprone ~~required~~to extreme weather events and water scarcity. Our suppliers are also subject to ~~dispose~~natural ofdisasters ~~material~~that ~~assets~~could oraffect ~~operations~~their ability to ~~meet~~deliver or perform under our ~~indebtedness~~contracts, ~~service~~including as a result of disruptions to their workforce and critical infrastructure. Disruptions also impact the availability and cost of materials needed for manufacturing and could increase insurance and other ~~obligations~~operating costs.

~~Our~~Increased worldwide ~~projections~~focus ~~are~~on ~~subject~~climate change has led to ~~significant~~legislative ~~risks,~~and ~~assumptions,~~regulatory ~~estimates~~ efforts to combat both potential causes and ~~uncertainties~~adverse impacts of climate change, including ~~assumptions~~regulation ~~regarding~~of ~~future~~greenhouse ~~legislation~~gas ~~and~~emissions. ~~changes~~New inor more stringent laws and regulations related to greenhouse gas emissions and other climate change related concerns may adversely affect us, our suppliers, and our customers. Some of ~~the~~our ~~jurisdictions~~facilities are, for example, engaged in ~~which~~manufacturing weprocesses ~~operate~~that produce greenhouse gas emissions, including carbon dioxide, or ~~seek~~rely on products from others that do so. We have worked for years to ~~operate~~reduce our reliance on fossil-based energy sources, to decrease our ~~business.~~greenhouse Asgas emissions, ato ~~result~~reduce our consumption of water and production of waste, and to ensure our ~~projected~~compliance ~~revenues~~with environmental regulations where we operate, ~~market~~enhancing ~~share~~our record of environmental sustainability. However, ~~expenses~~new, and ~~profitability~~evolving laws and regulations could mandate different or more restrictive standards, could require capital investments to transition to low carbon technologies, could adversely impact our ongoing operations, and could require changes on a more accelerated time frame. Our suppliers may ~~differ~~face ~~materially~~similar challenges and incur additional ~~from~~compliance costs that are passed on to us. These direct and indirect costs may adversely impact our ~~expectations~~results.

We ~~operate in a rapidly evolving and highly competitive~~ ~~industry~~may ~~and~~be ~~our~~adversely ~~projections~~affected ~~are subject to the risks and assumptions made~~ by management with respect to this industry. Operating results are difficult to forecast because they generally depend on our assessment of factors that are inherently beyond our control and impossible to predict with certainty, such as the ~~timing~~effects of ~~the adoption of future legislation and regulations by different jurisdictions~~inflation.

~~Furthermore~~Inflation in wages, ifmaterials, weparts, ~~invest~~equipment, inand other costs has the ~~development~~potential to adversely affect our results of ~~new~~operations, cash flows and ~~products~~financial orposition ~~distribution~~by ~~channels~~increasing ~~that~~our dooverall ~~not~~cost structure, particularly if we are unable to achieve ~~commercial~~commensurate ~~success~~increases in the prices, we ~~whether~~charge ~~because~~our ofcustomers ~~competition~~for orour ~~otherwise~~products and services. In addition, wethe ~~may~~existence ~~not~~of ~~recover~~ inflation in the ~~often~~economy ~~material~~has ~~“up~~the ~~front”~~potential to result in higher interest rates, which could result in higher borrowing costs, supply shortages, increased costs of ~~developing~~labor, weakening exchange rates and ~~marketing~~other ~~those~~similar ~~products~~effects. ~~and~~We ~~distribution~~have ~~channels~~currently orexperienced ~~recover~~inflationary ~~the~~pressures ~~opportunity~~on its supply chain due to increased shipping costs, ~~cost~~increased energy prices for manufacture of ~~diverting~~our ~~management~~commercial ~~and~~products ~~financial~~as ~~resources~~well ~~away~~as increased prices from ~~other~~suppliers ~~products~~of raw materials. We have so far been able to offset inflationary pressure to consumers, but it cannot be guaranteed that that our results of operations will not be adversely affected by inflation in the future and could reduce sales and/or ~~distribution~~operating ~~channels~~margins, and overall financial performance.

~~Additionally, our business may be affected by reductions~~We inare ~~customer~~dependent ~~acquisition,~~on ~~customer~~the ~~persistency~~availability ~~and customer spending as a result~~ of ~~numerous~~raw ~~factors~~materials, ~~which may be difficult to predict. This may result in decreased revenue levels~~parts, and wecomponents ~~may~~used ~~be unable to adopt timely measures to compensate for any unexpected shortfall~~ in income. Our profitability projections make numerous assumptions about the expected future levels of various expense items. Historically, most of these expense items have been relatively stable or predictable either in absolute terms or in relation to revenue but there is no certainty that such stability or predictability will continue into the future. These inabilities could cause our ~~operating results in a given period to be higher or lower than expected~~products. ~~If actual results differ from our estimates, analysts may react negatively, and our share price could be adversely impacted.~~

7While we manufacture certain parts and components used in our products, we also require substantial amounts of raw materials and purchases of certain parts and components from suppliers. The availability of and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions in production by suppliers, including due to geopolitical or civil unrest, unfavorable economic or industry conditions, labor disruptions, supply chain disruptions, catastrophic weather events, natural disasters, the occurrence of a contagious disease or illness, changes in exchange rates and prevailing price levels. Any change in the supply of, or price for, these raw materials or parts and components could materially affect us and our financial condition, results of operations and cash flow.

~~If we are unable to successfully identify, complete and integrate acquisitions, our results of operations could be adversely affected.~~16

~~Acquisitions have been and will continue to be a significant~~Increases ~~component~~in ~~of our growth strategy. We seek to identify and complete acquisitions and may continue to make strategic acquisitions. Our previous or future acquisitions may not be successful or may not generate~~ the ~~financial~~price ~~benefits that we expected to achieve at the time~~ of ~~acquisition. In~~commodities ~~addition,~~could ~~there~~impact ~~can be no assurance that we will be able to locate suitable acquisition candidates in~~ the ~~future~~cost or ~~acquire~~price ~~them on acceptable terms or, because~~ of ~~competition in the marketplace and limitations imposed by the agreements governing~~ our ~~indebtedness or the availability of capital~~products, ~~that~~which wecould ~~will~~impact beour ~~able~~ability to ~~finance~~sustain ~~future acquisitions. We may be unable to identify, negotiate,~~ and ~~complete suitable~~grow ~~acquisition opportunities on reasonable terms~~earnings.

~~Acquisitions~~The manufacturing ~~involve~~processes ~~special~~for ~~risks,~~gas ~~including,~~fuel ~~without limitation~~consume significant amounts of raw materials, the ~~potential~~costs ~~assumption~~ of ~~unanticipated~~which ~~liabilities~~are subject to worldwide supply and ~~contingencies~~demand factors, ~~difficulty~~as inwell ~~assimilating~~as ~~the~~other ~~operations~~factors ~~and~~beyond ~~personnel of~~our ~~the~~control. ~~acquired~~Raw ~~businesses,~~material ~~disruption~~price offluctuations ~~our~~may ~~existing~~adversely ~~business,~~affect ~~dissipation~~our ofresults. ~~our~~In the ~~limited~~past ~~management~~raw ~~resources~~material ~~and~~prices ~~impairment~~have ofexperienced ~~relationships with~~volatility. ~~employees~~Commodity ~~and~~pricing ~~customers~~has offluctuated over the ~~acquired~~past ~~business~~few asyears aand ~~result~~may ofcontinue ~~changes~~to do so in ~~ownership~~the future. ~~For~~Such ~~instance,~~fluctuations ~~the~~could ~~cancelled~~have ~~acquisition~~a ~~of Quality~~material ~~International~~effect on ~~April~~our 1results of operations, ~~2024.~~balance ~~Such~~sheets ~~incidents~~and ~~can~~cash ~~significantly~~flows ~~affect~~and impact the comparability of our ~~financial~~results ~~and~~between ~~operational~~financial ~~outlook.~~periods

~~While we believe that strategic acquisitions can improve~~The ~~our~~markets ~~competitiveness~~in ~~and~~which profitability, these activities could have a material adverse effect on our business, financial condition, and operating results. We may incur significant costs such as transaction fees, professional service fees and other costs related to future acquisitions. We may also incur integration costs following the completion of any such acquisition as we ~~integrate~~operate ~~the~~are ~~acquired~~highly ~~business with~~competitive ~~the~~which ~~rest~~could ofreduce ~~our~~sales ~~Company. Although we expect that the realization of efficiencies related to the integration of any acquired businesses will offset the incremental transaction~~ and ~~acquisition-related~~operating ~~costs over time, this net financial benefit may not be achieved in the near term or at all~~margins.

~~Risks~~Most of ~~associated~~our ~~with~~products ~~climate~~are ~~change~~sold ~~and~~in ~~other~~competitive ~~environmental~~markets. ~~impacts,~~ Maintaining and ~~increased~~improving ~~focus~~a ~~and~~competitive ~~evolving~~position ~~views~~will ofrequire ~~our~~continued ~~customers~~investment in manufacturing, ~~shareholders~~engineering, quality standards, marketing, customer service and ~~other~~support ~~stakeholders~~and ondistribution ~~climate~~networks. ~~change~~We ~~issues,~~may ~~could~~not ~~negatively~~be successful ~~affect~~in maintaining our ~~business~~competitive position. Our competitors may develop products and ~~operations~~methods that are more efficient or may adapt quicker to new technologies or evolving customer requirements. We may not be able to compete successfully with existing competitors or with new competitors. Pricing pressures may require us to adjust the prices of products to stay competitive. Failure to continue competing successfully could reduce sales, operating margins, and overall financial performance.

~~The effects of climate change create short and long-term~~Our ~~financial risks to our~~ business, ~~both in the UAE and globally. We have significant~~ operations ~~located in regions that have been, and~~ may in ~~the future~~ be, ~~exposed~~adversely toaffected ~~significant~~by ~~weather~~information ~~events~~systems ~~and~~interruptions ~~other natural disasters. Climate related changes can increase variability in~~ or ~~otherwise~~cybersecurity ~~impact natural disasters, including weather patterns, with the potential for increased frequency and severity of significant weather events (e~~intrusions.g., flooding, hurricanes, and tropical storms), natural hazards (e.g., increased flooding risk), rising mean temperature and sea levels, and long-term changes in precipitation patterns (e.g., drought, desertification, and/or poor water quality). We expect climate change could affect our facilities, operations, employees, and communities in the future, particularly at facilities in coastal areas and areas prone to extreme weather events and water scarcity. Our suppliers are also subject to natural disasters that could affect their ability to deliver or perform under our contracts, including as a result of disruptions to their workforce and critical infrastructure. Disruptions also impact the availability and cost of materials needed for manufacturing and could increase insurance and other operating costs.

~~Increased~~We depend ~~worldwide focus~~ on ~~climate~~various ~~change~~information ~~has~~technologies ~~led~~ to ~~legislative~~administer, store, and ~~regulatory~~support ~~efforts~~multiple tobusiness ~~combat~~activities. ~~both~~If ~~potential~~these ~~causes~~systems ~~and~~are ~~adverse impacts of climate change~~damaged, cease ~~including~~to ~~regulation~~function ofproperly ~~greenhouse gas~~or ~~emissions.~~are ~~New~~subject orto ~~more~~cybersecurity ~~stringent~~attacks, ~~laws~~such ~~and~~as ~~regulations~~those ~~related~~involving tounauthorized ~~greenhouse~~access, ~~gas~~malicious ~~emissions~~software and /or other ~~climate~~intrusions, ~~change~~we ~~related~~could ~~concerns may~~experience ~~adversely~~production ~~affect us~~downtimes, ~~our~~operational ~~suppliers~~delays, ~~and~~other ~~our~~detrimental ~~customers.~~impacts ~~Some~~on ofoperations ~~our~~or ~~facilities~~the ~~are, for example, engaged in manufacturing processes~~ability ~~that~~to ~~produce~~provide ~~greenhouse~~products ~~gas~~and ~~emissions,~~services ~~including~~to ~~carbon~~its ~~dioxide~~customers, orthe ~~rely~~compromising onof ~~products~~confidential ~~from~~or ~~others~~otherwise ~~that~~protected doinformation, ~~so.~~destruction ~~We have worked for years~~or tocorruption ~~reduce~~of ~~our~~data, ~~reliance~~security onbreaches, ~~fossil-based~~other ~~energy~~manipulation ~~sources,~~or toimproper ~~decrease~~use of our ~~greenhouse~~systems ~~gas~~or ~~emissions~~networks, tofinancial ~~reduce~~losses ~~our~~from ~~consumption~~remedial actions, loss of ~~water~~business ~~and production~~or ofpotential ~~waste~~liability, penalties, fines and/or damage to ~~ensure~~ our ~~compliance~~reputation. ~~with~~Our ~~environmental~~systems, ~~regulations~~networks, ~~where~~products, and weservices ~~operate,~~remain ~~enhancing~~potentially ~~our~~vulnerable ~~record~~to ofknown ~~environmental sustainability.~~or ~~However,~~unknown ~~new~~threats, ~~and~~any ~~evolving~~of ~~laws~~which ~~and regulations~~ could ~~mandate~~have ~~different~~a ormaterial ~~more~~adverse ~~restrictive~~effect ~~standards,~~on ~~could~~the ~~require capital~~Company ~~investments~~and toits ~~transition~~financial tocondition ~~low~~or ~~carbon~~results ~~technologies,~~of ~~could~~operations. ~~adversely~~Further, ~~impact~~given ~~our~~the ~~ongoing~~unpredictability, ~~operations~~nature, and ~~could~~scope ~~require~~of ~~changes~~cybersecurity ~~on a more~~attacks, ~~accelerated~~it ~~time~~is ~~frame.~~possible ~~Our~~that ~~suppliers~~potential ~~may~~vulnerabilities ~~face~~could ~~similar~~go ~~challenges~~undetected ~~and~~for ~~incur~~an ~~additional~~extended ~~compliance~~period. ~~costs~~A ~~that~~severe ~~are~~cybersecurity ~~passed~~incident oncould toreduce sales, ~~us.~~operating ~~These direct~~margins, and ~~indirect~~overall ~~costs~~financial ~~may adversely impact our results~~performance.

WeOur long-term ~~may~~success bedepends, ~~adversely~~in ~~affected~~part, byon ~~the~~our ~~effects~~ability ofto ~~inflation~~operate and expand internationally, and our business is susceptible to risks associated with international operations.

~~Inflation in wages~~Currently, we ~~materials,~~only ~~parts,~~maintain ~~equipment,~~operations ~~and other~~in ~~costs has~~ the ~~potential to adversely affect our results of operations~~UAE, ~~cash flows~~ and ~~financial~~plan ~~position~~to bycontinue ~~increasing~~ our ~~overall cost~~efforts ~~structure, particularly if we are unable~~ to ~~achieve~~expand ~~commensurate~~globally, ~~increases~~ in ~~the~~jurisdictions ~~prices,~~where we ~~charge~~do ~~our~~not ~~customers~~currently operate. ~~for~~We ~~our~~expect ~~products and~~international ~~services.~~operations Inand ~~addition,~~export ~~the~~sales ~~existence~~to ofcontinue ~~inflation~~to inconstitute the ~~economy~~majority ~~has~~of ~~the~~our ~~potential~~sales toand ~~result~~assets in ~~higher~~the ~~interest rates, which could~~foreseeable ~~result~~future. inManaging ~~higher~~a ~~borrowing~~global ~~costs,~~organization ~~supply~~is ~~shortages~~difficult, ~~increased~~time ~~costs~~consuming ofand ~~labor~~expensive, ~~weakening~~and ~~exchange~~any ~~rates~~international ~~and~~expansion ~~other~~efforts ~~similar~~that ~~effects.~~we ~~We have~~undertake ~~currently~~may ~~experienced~~not ~~inflationary~~be ~~pressures~~profitable onin ~~its~~the ~~supply~~near ~~chain~~or ~~due~~long toterm. ~~increased~~Although ~~shipping~~we ~~costs,~~have ~~increased~~operating ~~energy~~experience ~~prices~~in ~~for~~many ~~manufacture of~~foreign ~~our~~jurisdictions, ~~commercial~~we ~~products~~must asstill ~~well~~continue to asmake ~~increased~~significant ~~prices~~investments ~~from~~to ~~suppliers~~build ofour ~~raw~~international ~~materials~~operations. WeOur ~~have~~sales sofrom ~~far~~international ~~been~~operations ~~able~~and tosales ~~offset~~from ~~inflationary~~export ~~pressure~~are toboth ~~consumers,~~subject ~~but~~in itvarying ~~cannot~~degrees beto ~~guaranteed~~risks ~~that~~inherent ~~that~~in ~~our~~doing ~~results~~business ofoutside ~~operations~~the ~~will~~United ~~not~~States. beThese ~~adversely~~risks ~~affected~~include ~~by inflation in~~ the ~~future and could reduce sales and/or operating margins, and overall financial performance.~~following:

We● ~~are~~Costs, ~~dependent~~risks, onand uncertainties associated with tailoring our services in international jurisdictions as needed to better address both the ~~availability~~needs of ~~raw materials~~customers, ~~parts~~and the threats of local competitors; ● Risks of economic instability, including due to inflation; ● Uncertainties in forecasting revenues and ~~components~~ ~~used~~expenses in ~~our~~markets ~~products.~~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;

While we manufacture certain parts and components used in our products, we also require substantial amounts of raw materials and purchases of certain parts and components from suppliers. The availability of and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers’ allocations to other purchasers, interruptions in production by suppliers, including due to geopolitical or civil unrest, unfavorable economic or industry conditions, labor disruptions, supply chain disruptions, catastrophic weather events, natural disasters, the occurrence of a contagious disease or illness, changes in exchange rates and prevailing price levels. Any change in the supply of, or price for, these raw materials or parts and components could materially affect us and our financial condition, results of operations and cash flow.17

8● 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.

~~Increases~~Entry into certain transactions with foreign entities now or in the ~~price~~future ofmay ~~commodities~~be ~~could~~subject ~~impact~~to ~~the~~government ~~cost~~regulations, orincluding ~~price~~review related ofto ~~our~~foreign ~~products~~direct investment by U.S. or foreign government entities. If a transaction with a foreign entity is subject to regulatory review, ~~which~~such ~~could~~regulatory ~~impact~~review might limit our ability to ~~sustain~~enter into the desired strategic alliance and ~~grow~~thus ~~earnings~~our ability to carry out our long-term business strategy.

~~Our manufacturing processes consume significant amounts~~Operating ofin ~~raw~~international ~~materials,~~markets ~~the~~also ~~costs~~requires ofsignificant ~~which~~management ~~are~~attention ~~subject to worldwide supply~~ and ~~demand~~financial ~~factors, as well as other factors beyond our control~~resources. ~~Raw~~ ~~material~~The ~~price~~investment ~~fluctuations may adversely affect our results. We purchase, directly~~ and ~~indirectly~~additional ~~through component purchases, significant~~resources ~~amounts~~required ofto ~~plastic,~~establish ~~aluminium,~~operations ~~steel,~~ and ~~other~~manage ~~raw~~growth ~~materials.~~in Inother ~~the~~countries ~~past~~may ~~raw~~not ~~material~~produce ~~prices~~desired ~~have~~levels ~~experienced~~of ~~volatility~~revenue ~~which~~or ~~has~~profitability ~~been~~and ~~unforeseen~~could ~~and~~instead ~~unexpected.~~result ~~Commodity~~in ~~pricing~~increased ~~has~~costs ~~fluctuated~~without ~~over~~a ~~the~~corresponding ~~past few years and may continue to do so in the future~~benefit. ~~Such~~We ~~fluctuations could~~cannot ~~have~~guarantee athat ~~material effect on~~ our ~~results~~international of operations, ~~balance~~or ~~sheets~~expansion efforts ~~and~~will ~~cash~~be ~~flows and impact the comparability of our results between financial periods~~successful.

WeAny of ~~may~~these beevents ~~subject~~as towell ~~loss~~as inrelated ~~market~~events ~~share~~not ~~and~~aforementioned, ~~market~~could ~~acceptance~~have as a ~~result~~materially ofadverse ~~performance~~impact ~~failures,~~on ~~manufacturing~~our ~~errors,~~Company ~~delays,~~and orits ~~shortages~~operations.

~~There is a risk that, for unforeseen reasons, we may~~Uncertainty ~~need~~related to ~~repair~~environmental orregulation ~~replace~~and ~~products~~industry ~~in use~~standards, oras ~~reimburse~~well ~~customers~~as ~~for~~physical ~~products~~risks ~~that~~of ~~fail~~climate tochange, ~~work~~could orimpact ~~meet~~our ~~strict~~results ~~performance criteria.~~of Tooperations ~~date, we have encountered some product failures related to electronic~~ and ~~mechanical~~financial ~~components in equipment and vehicles~~position. ~~These are either repaired under warranty, at a cost to the customer, or through a relevant maintenance agreement.~~

~~Other~~Increased public ~~disruptions~~awareness inand ~~the~~concern ~~supply~~regarding ~~chain~~environmental ~~process~~risks, orincluding ~~product sales~~global ~~and~~climate ~~fulfilment~~change, ~~systems~~may ~~for~~result ~~any~~in ~~reason~~more international, ~~including~~regional and/or ~~equipment~~federal ~~malfunction,~~requirements ~~failure~~or industry standards to ~~follow~~reduce ~~specific~~or ~~protocols~~mitigate global warming and ~~procedures,~~other ~~supplier~~environmental risks. New climate change ~~facility~~laws ~~shut-downs,~~and ~~defective~~regulations ~~raw~~could require us to change our manufacturing processes or obtain substitute materials that may cost more or be less available for its manufacturing operations. Various jurisdictions in which we do business have implemented, ~~wars~~or ~~and~~in ~~conflict~~the future could implement or amend, ~~natural~~restrictions ~~disasters~~on ~~such~~emissions asof ~~hurricanes~~carbon dioxide or other greenhouse gases, ~~tornadoes~~limitations or ~~wildfires~~restrictions on water use, ~~property~~the production ~~damage~~of ~~from~~single ~~riots~~use plastics, regulations on energy management and waste management and other ~~environmental~~climate ~~factors~~change-based rules and regulations, which may increase our expenses and adversely affect its operating results. In addition, the physical risks of climate change may impact the availability and cost of ~~epidemics~~materials, orsources ~~pandemics~~and supply of energy, ~~such~~product asdemand ~~Covid-19~~and manufacturing and could increase insurance and other operating costs. The expected future increased worldwide regulatory activity relating to climate change could expand the nature, scope, and ~~actions~~complexity byof ~~businesses~~matters that we are required to control, assess, and report. If environmental laws or regulations or industry standards ~~communities~~are either changed or adopted and ~~governments~~impose insignificant ~~response,~~operational ~~could~~restrictions ~~lead~~and tocompliance ~~launch~~requirements ~~delays~~upon us, ~~product~~our ~~shortage~~suppliers, ~~unanticipated~~our customers, ~~costs~~or our products, ~~lost~~or ~~revenues~~our ~~and~~operations ~~damage~~ are disrupted due to physical impacts of climate change on us, our ~~reputation~~customers or our suppliers, our business, results of operations and financial condition could be adversely impacted.

We have taken steps to limit remedies for product failure to the repair or replacement of malfunctioning or non-compliant products or services and also attempt to exclude or minimize exposure to product and related liabilities by including in our standard agreements warranty disclaimers and disclaimers for consequential and related damages as well as limitations on our aggregate liability. From time to time, in certain sales transactions, we may negotiate liability provisions that vary from such standard forms. There is a risk that our contractual provisions may not adequately minimize our product and related liabilities or that such provisions may be unenforceable. We intend to carry product liability insurance, but the coverage we secure may not be adequate to cover potential claims. Moreover, to the extent we have to repair, reimburse, or expend funds to cover customer service issues, our results of operations will be negatively affected.18

~~The~~Significant fluctuations ~~markets~~ in ~~which~~foreign wecurrency ~~operate~~exchange ~~are~~rates ~~highly~~may ~~competitive~~harm ~~which~~our ~~could reduce~~financial ~~sales and operating margins~~results.

~~Most~~We operate ofprimarily ~~our products are sold~~ in ~~competitive~~the ~~markets. Maintaining~~UAE, ~~and~~which ~~improving~~attempts ato ~~competitive~~fix ~~position~~the ~~will~~exchange ~~require~~rate ~~continued~~of ~~investment~~the inUAE ~~manufacturing~~currency, ~~engineering,~~UAE ~~quality standards~~Dirham, ~~marketing, customer~~to ~~service~~the ~~and~~U.S. ~~support~~dollar ~~and~~at ~~distribution~~a ~~networks~~stable rate. WeHowever, we may ~~not~~still be ~~successful~~or inbecome ~~maintaining~~exposed ~~our~~to ~~competitive~~fluctuations ~~position.~~in ~~Our~~foreign ~~competitors may~~currency ~~develop~~exchange ~~products~~rates. ~~and~~Any ~~methods~~significant ~~that~~change ~~are~~in ~~more~~the ~~efficient~~value of orthe ~~may~~currencies ~~adapt~~of ~~quicker~~the tocountries ~~new~~in ~~technologies~~which orwe ~~evolving~~might ~~customer~~do ~~requirements.~~business ~~We may~~against not bepegged ~~able~~ to ~~compete~~the ~~successfully with existing competitors or with new competitors~~U.S. ~~Pricing~~dollar ~~pressures~~could ~~may~~affect ~~require~~our usability to ~~adjust~~sell ~~the~~products ~~prices~~competitively ofand ~~products~~control toits ~~stay~~cost ~~competitive.~~structure, ~~Failure~~which tocould ~~continue~~have ~~competing~~a ~~successfully~~material ~~could~~adverse ~~reduce~~effect ~~sales,~~on ~~operating~~our ~~margins,~~results ~~and~~of ~~overall financial performance~~operations.

~~Our~~A significant ~~business~~or ~~operations~~sustained ~~may~~decline bein ~~adversely~~commodity ~~affected~~prices byincluding ~~information systems~~gas ~~interruptions~~could ornegatively ~~cybersecurity~~impact ~~intrusions~~the levels of expenditures by certain company customers.

WeDemand for ~~depend~~our onproducts ~~various~~depends, ~~information~~in ~~technologies to administer~~part, ~~store,~~ ~~and~~on ~~support~~the ~~multiple~~level ~~business~~of ~~activities.~~new Ifand ~~these~~planned ~~systems~~expenditures ~~are~~by ~~damaged,~~certain ~~cease~~of toour ~~function~~customers. ~~properly~~The orlevel ~~are~~of ~~subject to cyber-security~~expenditures ~~attacks,~~by ~~such~~our ascustomers ~~those~~is ~~involving~~dependent ~~unauthorized access~~on, ~~malicious~~among ~~software and/or~~ other ~~intrusions~~factors, wegeneral ~~could~~economic ~~experience~~conditions, ~~production~~availability ~~downtimes, operational~~of ~~delays~~credit, ~~other~~economic ~~detrimental~~conditions ~~impacts~~within their onrespective ~~operations~~industries orand ~~the~~expectations ~~ability~~of tofuture ~~provide~~market ~~products~~behavior. ~~and~~Our ~~services~~profitability tomay ~~its~~be ~~customers,~~adversely ~~the~~affected ~~compromising~~during any periods of ~~confidential~~unexpected or ~~otherwise~~rapid ~~protected~~increases ~~information,~~in ~~destruction~~interest orrates ~~corruption~~and ofvolatility ~~data,~~in ~~security~~commodity ~~breaches~~prices, ~~other~~including ~~manipulation or improper use of our systems or networks~~gas, ~~financial~~can ~~losses~~negatively ~~from~~affect ~~remedial~~the ~~actions, loss~~ level of ~~business~~these oractivities ~~potential~~and ~~liability,~~impact ~~penalties,~~our ~~fines~~subsidiary and~~/or damage~~ tocan ~~our~~result ~~reputation.~~in Wepostponement ~~attempt~~of tocapital ~~mitigate~~spending ~~these~~decisions ~~risks~~or bythe ~~employing~~delay aor ~~number~~ cancellation of ~~measures,~~existing ~~including~~orders. ~~the~~The ~~retained~~ability ~~services~~ of ~~an IT~~our ~~Manager~~customers to ~~assist~~finance ~~QIND~~capital ~~with~~investment ~~cyber security expertise,~~ and ~~who~~maintenance ~~reports~~may ~~directly~~also tobe ~~our~~affected ~~management~~by ~~team overseeing~~ the ~~parent company~~conditions ~~and~~in ~~its~~their ~~subsidiaries~~industries. ~~regarding~~Reduced ~~employee~~demand ~~training,~~for ~~technical~~our ~~security~~products ~~controls~~could ~~and~~result ~~maintenance~~in ofthe ~~backup~~delay ~~and~~or ~~protective~~cancellation ~~systems.~~of ~~Despite our~~existing ~~efforts~~orders toor ~~mitigate~~lead ~~these~~to ~~risks,~~excess ~~our systems~~manufacturing capacity, ~~networks,~~which ~~products,~~unfavorably ~~and~~impacts ~~services~~the ~~remain~~absorption ~~potentially~~of ~~vulnerable~~fixed tomanufacturing ~~known~~costs. orThis ~~unknown~~reduced ~~threats, any~~demand ~~of which~~ could have a material adverse effect on ~~the~~our ~~Company and its~~ financial condition orand results of operations. Further, given the unpredictability, nature, and scope of cyber-security attacks, it is possible that potential vulnerabilities could go undetected for an extended period. We have currently not been subject to cybersecurity breaches in our supply chain, software, or services used in our products, services, or business. A severe future cybersecurity incident in our supply chain could however reduce sales, operating margins, and overall financial performance.

9We are dependent on financing for the continuation of our operations.

~~Our~~It can ~~long-term~~at ~~success~~times ~~depends,~~be indifficult ~~part,~~to predict our capital needs on a monthly, quarterly, or annual basis. Our future is dependent upon our ability to obtain profitable operations or financing. We reserve the right to ~~operate~~seek additional funds through private placements of our common stock and/or ~~expand~~through ~~internationally,~~debt ~~and~~financing. ~~our~~We ~~business~~do isnot ~~susceptible~~have financing in place at this time for all future planned acquisitions. We may not have access to ~~risks~~financing ~~associated~~or ~~with~~on ~~international~~terms that are acceptable to us. Any lack of funds from operations or fundraising for any shortage could be detrimental to our ability to continue operations and negatively impact us and our financial condition, results of operations and cash flow.

~~Currently, we only maintain operations in the United~~Risks ~~Arab~~Relating ~~Emirates, and plan~~ to continue our efforts to expand globally, in jurisdictions where we do not currently operate. We expect international operations and export sales to continue to constitute the majority of our sales and assets in the foreseeable future. Managing a global organization is difficult, time consuming and expensive, and any international expansion efforts that we undertake may not be profitable in the near or long term. Although we have operating experience in many foreign jurisdictions, we must still continue to make significant investments to build our international operations. Our ~~sales~~Industry ~~from international operations~~ and ~~sales from export are both subject in varying degrees to risks inherent in doing business outside the United States. These risks include the following:~~Market

●The conflict ~~Costs, risks, and uncertainties associated with tailoring our services~~ in ~~international jurisdictions as needed to better address both the needs of customers~~Iran, 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 weescalated ~~operate,~~sharply 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~~late ~~United~~February ~~States related to conducting business outside the United States~~2026, asposes ~~well~~material ~~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~~LPG ~~business~~distribution 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), terrorism, insurrection, or warDubai.

~~Entry~~As of ~~into~~March ~~certain~~31, ~~transactions~~2026, ~~with~~our ~~foreign~~business ~~entities~~is subject to significant risks arising from the ongoing armed conflict involving the United States, ~~now~~Israel, orand Iran, which has materially disrupted regional energy markets, critical infrastructure, and the maritime supply chains upon which our LPG distribution operations in Dubai fundamentally depend. The conflict, which escalated sharply beginning in late February 2026, has resulted in the ~~future~~effective ~~may~~closure beof ~~subject~~the Strait of Hormuz — the world’s single most critical energy chokepoint — to ~~government~~most ~~regulations~~commercial shipping, ~~including~~with ~~review~~Iran ~~related~~threatening to ~~foreign~~fire ~~direct~~on ~~investment~~vessels byattempting Utransit and commercial operators, major oil companies, and insurers having substantially withdrawn from the corridor.S. orThe ~~foreign~~closure has been characterized as the largest disruption ~~government~~to ~~entities~~global energy supply since the 1970s energy crisis. IfApproximately a20% ~~transaction~~of the world’s daily oil and LPG supply normally transits the Strait, and LPG supply chains are among the most acutely exposed commodities, with aalternative ~~foreign~~supply ~~entity~~options ischaracterized ~~subject~~by market analysts as “very limited”. Attacks by Iranian forces have directly struck Dubai’s Jebel Ali port — the UAE’s principal maritime commercial hub — as well as Abu Dhabi port infrastructure and other UAE facilities, causing direct and material disruption to ~~regulatory~~shipping ~~review~~and logistics operations in the Emirate. Iranian forces have further threatened to designate the UAE’s al-Hosn gas field and additional UAE energy infrastructure as “direct and legitimate targets,” ~~such~~with ~~regulatory~~Iranian ~~review~~state ~~might~~media ~~limit~~calling ~~our~~for evacuation ~~ability~~of personnel. The UAE’s Habshan complex — one of the world’s largest gas processing facilities — has already been forced to ~~enter~~shut ~~into~~down ~~the~~following ~~desired~~falling ~~strategic~~debris ~~alliance~~from intercepted missiles, and ~~thus~~the ~~our~~Bab ~~ability~~oilfield was targeted. These developments have caused the Middle East Dubai crude benchmark to ~~carry~~reach ~~out~~a ~~our~~record ~~long-term~~$166.80 ~~business~~per ~~strategy~~barrel and Brent crude to spike above $119 per barrel, with further price increases possible if supply disruptions are prolonged.

Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability and could instead result in increased costs without a corresponding benefit. We cannot guarantee that our international operations or expansion efforts will be successful.19

~~Any~~The escalating ofconflict ~~these~~exposes ~~events~~our asDubai-based ~~well~~LPG asdistribution and related ~~events~~services ~~not~~business to a range of material and potentially severe ~~aforementioned~~operational, financial, and safety risks that could have a ~~materially~~material adverse ~~impact~~effect on our ~~Company~~business, results of operations, financial condition, and ~~its~~prospects. Our ability to procure LPG at commercially viable prices and in sufficient volumes depends critically on regional supply chains and the continued operability of UAE port and infrastructure networks, all of which are currently under severe stress. Importers across the Gulf are scrambling to reroute essential cargoes, with trucking costs from alternative ports projected to increase by multiples of standard ocean freight rates. Insurance premiums for vessels operating in and near the Strait of Hormuz have already reached six-year highs, making transit economically unviable for many commercial operators and further constraining supply availability. Even if active hostilities were to cease, the restoration of normal supply chains is expected to take substantial time, as LPG production facilities, refineries, and port infrastructure that have sustained damage may require years to repair. The war has also materially impaired broader economic activity in Dubai, including disruptions to aviation, tourism, trade, and retail, which could reduce demand for our services. We cannot predict the duration, intensity, or geographic scope of the conflict, the extent of damage to regional energy infrastructure, or the timing of any restoration of the Strait of Hormuz to normal commercial transit. If these conditions persist or worsen, our ability to source, transport, store, and distribute LPG, as well as to maintain continuity of our related services operations, could be significantly impaired, which could materially and adversely affect our revenues, costs, and overall financial performance.

10We 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.

~~Uncertainty~~We occasionally ~~related~~provide tointegrated ~~environmental~~gas ~~regulation~~distribution ~~and~~project ~~industry~~management ~~standards~~services outside our normal discrete business in the form of long-term, fixed price contracts. Some of these contracts are required by our customers, primarily international gas companies. These services include acting as project managers as well as ~~physical~~service providers and may require us to assume additional risks ofassociated ~~climate~~with ~~change~~cost overruns. These customers may provide us with inaccurate information in relation to their reserves, ~~could~~which ~~impact~~is a subjective process that involves location and volume estimation, that may result in cost overruns, delays, and project losses. In addition, our ~~results~~gas distribution customers often operate in countries with unsettled political conditions, war, civil unrest, or other sources of ~~operations~~disruption. These issues may also result in cost overruns, delays, and ~~financial~~project ~~position~~losses.

~~Increased public awareness and concern regarding environmental~~Providing ~~risks,~~services ~~including~~on ~~global~~an ~~climate~~integrated ~~change,~~basis may ~~result~~also ~~in more international, regional and/or federal requirements or industry standards to reduce or mitigate global warming and other environmental risks. New climate change laws and regulations could~~ require us to ~~change~~assume ~~our manufacturing~~additional ~~processes~~risks orassociated ~~obtain~~with ~~substitute~~operating ~~materials that may~~ cost ~~more~~inflation, orlabor ~~be less available for its manufacturing operations. Various~~availability ~~jurisdictions~~and inproductivity, ~~which~~supplier wepricing doand ~~business have implemented~~performance, orand inpotential ~~the~~claims ~~future~~for ~~could~~liquidated ~~implement~~damages. orWe ~~amend,~~rely ~~restrictions~~ on ~~emissions~~third-party ~~of carbon~~subcontractors ~~dioxide~~and orequipment ~~other~~providers ~~greenhouse~~to ~~gases,~~assist ~~limitations~~us orwith ~~restrictions on water use,~~ the ~~production~~completion of ~~single~~these ~~use~~types ~~plastics,~~of ~~regulations~~contracts. onTo ~~energy management~~the ~~and~~extent ~~waste~~that ~~management~~we ~~and~~cannot ~~other~~engage ~~climate~~subcontractors or ~~change-based~~acquire ~~rules~~equipment ~~and~~or ~~regulations,~~materials ~~which~~in ~~may~~a ~~increase~~timely ~~our~~manner ~~expenses~~ and ~~adversely~~on ~~affect its~~reasonable ~~operating results. In addition~~terms, ~~the~~our ~~physical~~ability ~~risks~~to ofcomplete ~~climate~~a ~~change~~project ~~may~~in ~~impact~~accordance ~~the~~with ~~availability and cost of materials, sources and~~stated ~~supply~~deadlines ofor ~~energy,~~at ~~product~~a ~~demand~~profit ~~and~~may ~~manufacturing~~be ~~and could increase insurance and other operating costs~~impaired. ~~The~~If ~~expected~~the ~~future~~amount ~~increased worldwide~~we ~~regulatory~~are ~~activity~~required ~~relating~~ to ~~climate~~pay ~~change~~for ~~could~~these ~~expand~~goods ~~the nature, scope,~~ and ~~complexity~~services ofexceeds ~~matters~~the ~~that~~amount we ~~are required~~have toestimated ~~control,~~in ~~assess,~~bidding ~~and~~for ~~report.~~fixed-price Ifwork, ~~environmental~~we ~~laws~~could orexperience ~~regulations~~losses orin ~~industry~~the ~~standards~~performance ~~are~~of ~~either~~these ~~changed~~contracts. orThese ~~adopted~~delays and ~~impose significant~~additional ~~operational~~costs ~~restrictions~~may be substantial, and ~~compliance~~we ~~requirements~~may ~~upon~~be ~~us,~~required ~~our~~to ~~suppliers,~~compensate our customers, orfor ~~our~~these ~~products,~~delays. orThis ~~our~~may ~~operations~~reduce ~~are~~the ~~disrupted due~~profit to ~~physical~~be ~~impacts of climate change on us, our customers~~ realized or ~~our~~result ~~suppliers,~~in ~~our~~a ~~business,~~loss ~~results~~on ofa ~~operations and financial condition could be adversely impacted~~project.

~~Significant fluctuations in foreign currency exchange rates may harm our financial results.~~20

~~We are exposed to fluctuations in foreign currency~~The ~~exchange~~success ~~rates, however not with respect to the UAE which is pegged to the U.S. dollar. Any significant change in the value~~ of ~~the~~our ~~currencies of the countries in which we might do~~ business ~~against~~depends ~~not~~on ~~pegged to the U.S. dollar could affect~~ our ability to ~~sell~~maintain ~~products competitively~~ and ~~control~~enhance ~~its cost structure, which could have a material adverse effect on~~ our ~~results~~reputation ofand ~~operations~~brand.

AWe believe that our reputation in our industry is of significant orimportance ~~sustained~~to ~~decline~~the success of our business. A well-recognized brand is critical to increasing our customer base and, in ~~commodity~~turn, ~~prices~~increasing ~~including~~our revenue. Since the industry is highly competitive, our ability to remain ~~gas~~competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could ~~negatively~~be ~~impact~~difficult ~~the~~and ~~levels~~expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of ~~expenditures~~our bybusiness, ~~certain~~such ~~company~~as ~~customers~~cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.

~~Demand for our products depends, in part, on the level~~In of new and planned expenditures by certain of our customers. The level of expenditures by our customers is dependent on, among other factors, general economic conditions, availability of credit, economic conditions within their respective industries and expectations of future market behavior. Our profitability may be adversely affected during any periods of unexpected or rapid increases in interest rates and volatility in commodity prices, including oil, can negatively affect the ~~level~~event ofthat ~~these~~we ~~activities~~are ~~and~~unable ~~impact our subsidiary and can result in postponement of capital spending decisions or the delay or cancellation of existing orders. The ability of our customers~~ to ~~finance capital~~successfully ~~investment~~compete ~~and maintenance may also be affected by the conditions~~ in ~~their industries. Reduced demand for~~ our ~~products could result in the delay or cancellation of existing orders or lead to excess manufacturing capacity~~industry, ~~which~~we ~~unfavorably~~may ~~impacts~~see ~~the~~lower ~~absorption~~profit ~~of fixed manufacturing costs~~margins. ~~This reduced demand could have a material adverse effect on our financial condition and results of operations.~~

We face ~~are~~substantial ~~dependent~~competition in our industry. Due to our small size, it can be assumed that some of our competitors have greater financial, technical, and other competitive resources. Accordingly, these competitors may have already begun to establish superior technologies in our industry. We will attempt to compete against these competitors by developing technology that exceeds what is offered by our competitors. However, we cannot assure you that our technology will outperform competing technology, or that our competitors will not develop new products or services that exceed what we provide. In addition, we may face competition based on ~~financing~~price. ~~for~~If our competitors lower the ~~continuation~~prices on oftheir products, then it may not be possible for us to market our ~~operations~~products at prices that are economically viable. Increased competition could result in lower than projected revenues, price reductions, and lower profit margins.

~~It can at times be difficult to predict our capital~~Any ~~needs~~one on a monthly, quarterly, or annual basis. Our future is dependent upon our ability to obtain profitable operations or financing. We reserve the right to seek additional funds through private placements of ~~our~~these ~~common~~results stock and/or through debt financing. We do not have financing in place at this time for all future planned acquisitions. We may not have access to financing or on terms that are acceptable to us. Any lack of funds from operations or fundraising for any shortage could beadversely ~~detrimental~~affect to our ~~ability~~business, ~~to continue operations and negatively impact us and our~~ financial condition, and results of operations ~~and cash flow~~.

~~Risks~~In addition, ~~Relating~~our tocompetitors may develop competing products that achieve greater market acceptance. It is also possible that new competitors may emerge and acquire significant market share. Our ~~Industry~~inability to achieve sales and ~~Market~~revenue due to competition will have an adverse effect on our business, financial condition, and results of operations.

~~We occasionally provide integrated project management services in~~If ~~the~~we ~~form~~are ofunable ~~long-term, fixed price contracts that may require us~~ to ~~assume~~successfully ~~additional~~manage ~~risks associated with cost over-runs~~growth, ~~operating cost~~our ~~inflation,~~operations ~~labor~~could ~~availability~~be ~~and~~adversely ~~productivity, supplier and contractor pricing and performance, and potential claims for liquidated damages~~affected.

~~We occasionally provide integrated project management~~Our ~~services~~progress ~~outside~~is ~~our~~expected ~~normal~~to ~~discrete~~require ~~business in~~ the ~~form~~full ofutilization ~~long-term, fixed price contracts. Some~~ of ~~these contracts are required by~~ our ~~customers~~management, ~~primarily~~financial ~~international~~and ~~oil~~other ~~companies~~resources. ~~These~~Our ~~services~~ability ~~include~~to ~~acting~~manage asgrowth ~~project~~effectively will ~~managers~~depend ason ~~well~~our asability ~~service~~to ~~providers~~improve and ~~may~~ ~~require~~expand usoperations, toincluding ~~assume~~our ~~additional~~financial ~~risks~~and ~~associated~~management ~~with cost overruns. These customers may provide us with inaccurate~~ information ~~in relation to their reserves~~systems, ~~which is a subjective process that involves location~~ and ~~volume~~to ~~estimation~~recruit, ~~that may result in cost overruns,~~ ~~delays,~~train and ~~project~~manage ~~losses~~personnel. InThere ~~addition,~~can ~~our~~be ~~customers~~no ~~often~~absolute ~~operate~~assurance inthat ~~countries~~management ~~with~~will ~~unsettled~~be ~~political~~able ~~conditions,~~to ~~war,~~manage ~~civil~~growth ~~unrest, or other types of community issues~~effectively. ~~These issues may also result in cost over-runs, delays, and project losses.~~

~~Providing~~If we ~~services~~do onnot anproperly ~~integrated~~manage ~~basis~~the ~~may~~growth ~~also require~~of usour tobusiness, ~~assume~~we ~~additional~~may ~~risks~~experience ~~associated~~significant ~~with~~strains ~~operating~~on ~~cost~~our ~~inflation,~~management ~~labor~~and ~~availability~~operations and ~~productivity, supplier pricing~~disruptions ~~and~~in ~~performance,~~our ~~and potential claims for liquidated damages~~business. WeVarious ~~rely~~risks onarise ~~third-party~~when ~~subcontractors~~companies and ~~equipment~~industries ~~providers~~grow ~~to assist us with the completion of these types of contracts~~quickly. ToIf ~~the~~our ~~extent~~business ~~that we cannot engage subcontractors~~ or ~~acquire~~industry ~~equipment~~grows ortoo ~~materials in a timely manner and on reasonable terms~~quickly, our ability to ~~complete~~meet acustomer ~~project~~demand in ~~accordance~~a ~~with~~timely ~~stated~~and ~~deadlines~~efficient ormanner atcould abe ~~profit~~challenged. We may ~~be impaired.~~also Ifexperience ~~the~~development ~~amount~~delays as we ~~are~~seek ~~required~~ to meet ~~pay~~increased demand for ~~these~~our ~~goods~~services and ~~services~~platform. ~~exceeds~~Our ~~the~~failure ~~amount~~to weproperly ~~have~~manage ~~estimated~~the ingrowth ~~bidding~~that ~~for fixed-price work,~~ we ~~could~~or ~~experience~~our ~~losses~~industry inmight ~~the~~experience could ~~performance~~negatively ofimpact ~~these~~our ~~contracts.~~ability ~~These~~to ~~delays~~execute ~~and~~on ~~additional~~our ~~costs~~operating ~~may~~plan beand, ~~substantial~~accordingly, ~~and~~could wehave ~~may be~~an ~~required~~adverse toimpact ~~compensate~~on our ~~customers~~business, our ~~for~~cash ~~these~~flow ~~delays.~~and ~~This~~results ~~may~~of ~~reduce~~operations, ~~the~~and ~~profit~~our toreputation bewith ~~realized~~our current or ~~result~~potential ~~in a loss on a project~~customers.

~~The~~Trends in ~~success~~gas prices affect the level of ~~our~~exploration, ~~business~~development, ~~depends~~and onproduction ~~our~~activity ~~ability~~of toour ~~maintain~~customers and the demand for our services ~~enhance~~and products, which could have a material adverse effect on our ~~reputation~~business, consolidated results of operations, and ~~brand~~consolidated financial condition.

WeDemand for ~~believe that~~ our ~~reputation~~services inand ~~our~~products ~~industry~~ is of ~~significant~~particularly ~~importance~~sensitive to the ~~success~~level of ~~our~~exploration, ~~business.~~development, Aand ~~well-recognized~~production ~~brand~~activity isof, ~~critical~~and tothe corresponding ~~increasing~~capital ~~our~~spending ~~customer base and~~by, ~~in turn,~~gas ~~increasing our revenue~~companies. ~~Since~~The ~~the~~level ~~industry~~of isexploration, ~~highly competitive~~development, ~~our~~and ~~ability~~production toactivity ~~remain~~is ~~competitive~~directly ~~depends~~affected by totrends ain ~~large~~gas ~~extent~~prices, ~~on our~~which ~~ability~~historically tohave ~~maintain~~been volatile and ~~enhance~~are ~~our~~likely ~~reputation~~to ~~and~~continue ~~brand,~~to ~~which could~~ be ~~difficult and expensive~~volatile. ToPrices ~~maintain~~for ~~and~~gas ~~enhance~~are ~~our reputation~~subject ~~and~~to ~~brand,~~large wefluctuations ~~need~~in response to ~~successfully~~relatively ~~manage~~minor ~~many~~changes ~~aspects~~in ofthe ~~our~~supply ~~business,~~of ~~such~~and asdemand ~~cost-effective~~for ~~marketing~~gas, ~~campaigns~~market touncertainty, ~~increase~~and ~~brand~~a ~~recognition~~variety ~~and~~of ~~awareness~~other ineconomic afactors ~~highly~~that ~~competitive~~are ~~market.~~beyond Weour ~~cannot~~control. ~~assure~~Given ~~you,~~the ~~however,~~long-term ~~that~~nature ~~these~~of ~~activities~~many ~~will~~large-scale bedevelopment ~~successful~~projects, ~~and~~even ~~achieve~~ the ~~brand~~perception ~~promotion~~of ~~goals~~longer-term welower ~~expect.~~gas Ifprices weby ~~fail~~gas companies can cause them to ~~maintain~~reduce ~~and~~or ~~enhance~~defer ~~our~~major ~~reputation~~expenditures. ~~and~~Any ~~brand,~~prolonged reductions of commodity prices or ifexpectations weof ~~incur~~such ~~excessive~~reductions ~~expenses~~could inhave ~~our efforts~~a tomaterial doadverse ~~so,~~effect on our business, ~~financial~~consolidated ~~conditions and~~ results of operations, ~~could~~and beconsolidated ~~adversely~~financial ~~affected~~condition.

1121

InFactors affecting the ~~event~~price ~~that~~of wegas ~~are unable to successfully compete in our industry, we may see lower profit margins.~~include:

We● ~~face~~the ~~substantial~~level ~~competition in our industry. Due to our small size, it can be assumed that some~~ of ~~our~~supply ~~competitors have greater financial, technical,~~ and ~~other~~demand competitive resources. Accordingly, these competitors may have already begun to establish superior technologies in our industry. We will attempt to compete against these competitors by developing technology that exceeds what is offered by our competitors. However, we cannot assure you that our technology will outperform competing technology, or that our competitors will not develop new products or services that exceed what we provide. In addition, we may face competition based on price. If our competitors lower the prices on their products, then it may not be possible for us ~~to market our products at prices that are economically viable. Increased competition could result in lower than projected revenues, price reductions, and lower profit margins.~~gas;

~~Any~~● ~~one~~the cost of, ~~these~~and ~~results~~constraints ~~could~~associated ~~adversely affect our business~~with, ~~financial~~ ~~condition,~~producing and ~~results~~delivering ~~of operations.~~gas;

In● ~~addition,~~governmental ~~our~~regulations ~~competitors~~and ~~may~~other ~~develop~~actions, ~~competing products~~including ~~that~~economic ~~achieve~~sanctions ~~greater~~and ~~market~~policies ~~acceptance.~~of Itgovernments isregarding ~~also~~the ~~possible~~exploration ~~that~~for ~~new competitors may emerge~~ and ~~acquire~~production ~~significant market share. Our inability to achieve sales~~ and ~~revenue~~development ~~due~~of totheir ~~competition~~gas ~~will have an adverse effect on our business, financial condition, and results of operations.~~reserves;

If● weweather ~~are~~conditions, ~~unable~~natural todisasters, ~~successfully~~and ~~manage~~health ~~growth~~or similar issues, ~~our~~such ~~operations~~as ~~could be~~pandemics ~~adversely~~or ~~affected.~~epidemics;

~~Our~~● ~~progress~~worldwide ispolitical ~~expected~~and tomilitary ~~require the full utilization of our management~~actions, ~~financial~~ and ~~other~~economic ~~resources. Our ability to manage growth effectively will depend on our ability to improve and expand operations~~conditions, including ~~our~~potential ~~financial~~recessions; and ~~management information systems, and to recruit, train and manage personnel. There can be no absolute assurance that management will be able to manage growth effectively.~~

~~If we do not properly manage the growth of our business,~~increased wedemand ~~may~~for ~~experience~~alternative ~~significant~~energy ~~strains on our management~~ and ~~operations~~use ~~and~~of ~~disruptions~~electric invehicles ~~our business. Various risks arise when companies~~ and ~~industries~~increased ~~grow~~emphasis ~~quickly.~~on ~~If our business or industry grows too quickly~~decarbonization, ~~our~~including ~~ability~~government ~~to meet customer demand in a timely and efficient~~initiatives ~~manner could be challenged. We may also experience development delays as we seek~~ to ~~meet~~promote ~~increased demand for our services and platform. Our failure to properly manage~~ the ~~growth~~use ~~that~~of werenewable orenergy ~~our~~sources ~~industry~~and ~~might~~public ~~experience~~sentiment ~~could~~around ~~negatively~~alternatives ~~impact our ability~~ to ~~execute~~fossil onfuels ~~our operating~~such ~~plan~~as ~~and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation with our current or potential customers~~gas.

IfOur business weis ~~are~~dependent ~~not~~on ~~able~~capital tospending ~~design,~~by ~~develop~~our ~~and~~customers, ~~produce commercially competitive products~~ and ~~implement~~reductions ~~commercially competitive services~~ in acapital ~~timely~~spending ~~manner~~could inhave ~~response~~a tomaterial ~~changes~~adverse ineffect ~~the market, customer requirements,~~on ~~competitive~~our ~~pressures,~~gas ~~developments~~distribution ~~associated with climate change concerns and energy mix transition~~business, ~~and technology trends, our business and~~ consolidated results of operations ~~could be materially and adversely affected~~, and ~~the~~consolidated ~~value~~financial ~~of our intellectual property may be reduced~~condition.

~~The~~Our gas ~~market~~distribution ~~for~~business ~~our~~is ~~services~~directly ~~and~~affected ~~products is characterized~~ by ~~continual~~changes ~~technological~~in ~~developments~~capital toexpenditures ~~provide~~by ~~better~~our ~~and more reliable performance and services. If we are not able to design~~customers, ~~develop,~~ and ~~produce~~reductions ~~commercially competitive products and to implement commercially competitive services~~ in atheir ~~timely~~capital ~~manner in response to changes~~spending incould ~~the~~reduce ~~market,~~demand ~~customer~~for ~~requirements,~~our ~~competitive~~services ~~pressures,~~and ~~developments~~products ~~associated with climate change concerns~~ and ~~energy~~have ~~mix~~a ~~transition, and~~material ~~technology~~adverse ~~trends,~~effect on our business, ~~and~~ consolidated results of operations ~~could be materially and adversely affected~~, and ~~the~~consolidated ~~value~~financial ~~of our intellectual property may be reduced~~condition. ~~Likewise,~~Some ifof ~~our~~the ~~proprietary~~items ~~technologies,~~that ~~equipment, facilities, or work processes become obsolete, we~~ may noimpact ~~longer be competitive, and~~ our ~~business~~customers’ ~~and~~capital ~~consolidated~~spending ~~results of operations could be materially and adversely affected.~~include:

~~Trends~~● ~~in oil and natural~~ gas prices ~~affect the level of exploration~~, ~~development,~~ ~~and~~which ~~production~~are ~~activity~~impacted ofby ~~our customers and~~ the ~~demand~~factors ~~for~~described ~~our~~in ~~services~~the ~~and~~preceding ~~products,~~risk ~~which could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.~~factor;

~~Demand~~● ~~for our services and products is particularly sensitive to~~ the ~~level~~inability of ~~exploration,~~our ~~development,~~customers ~~and~~to ~~production~~access ~~activity of, and the corresponding~~ capital ~~spending~~on ~~by,~~economically ~~oil~~advantageous ~~and natural gas companies. The level of exploration~~terms, ~~development, and production activity is directly affected by trends in oil and natural gas prices,~~ which ~~historically~~may ~~have been volatile especially after the Russian invasion of Ukraine and are likely to continue to~~ be ~~volatile.~~impacted ~~Prices for oil and natural gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and natural gas~~by, ~~market~~among ~~uncertainty, and a variety of~~ other ~~economic factors that are beyond our control. Given the long-term nature of many large-scale development projects~~things, ~~even~~a ~~the~~decrease ~~perception~~ of ~~longer-term~~investors’ ~~lower~~interest ~~oil~~in ~~and~~hydrocarbon ~~natural~~producers ~~gas~~because ~~prices by oil and natural gas companies can cause them to reduce or defer major expenditures. Any prolonged reductions~~ of ~~commodity~~environmental ~~prices or expectations of such reductions could have a material adverse effect on our business, consolidated results of operations,~~ and ~~consolidated~~sustainability ~~financial condition.~~initiatives;

~~Factors~~● ~~affecting~~changes in customers’ capital allocation, including an increased allocation to the ~~prices~~production of ~~oil~~renewable ~~and~~energy ~~natural~~or other sustainability efforts, leading to less focus on gas ~~include:~~ production growth;

● ~~the~~restrictions ~~level~~on ofour ~~supply~~customers’ ~~and demand for oil and natural gas; ● the~~ ability ~~or willingness of the Organization of Petroleum Exporting Countries and the expanded alliance collectively known as OPEC+~~ to ~~set~~get and maintain oil production levels; ● the level of oil production in the U.S. and by other non-OPEC+ countries; ● oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas; ● the cost of, and constraints associated with, producing, and delivering oil and natural gas; ● governmental regulations and other actions, including economic sanctions and policies of governments regarding the exploration for and production and development of their ~~oil and natural~~ gas reserves; ● weather conditions, natural disasters, and health or similar issues, such as COVID-19 and other pandemics or epidemics; ● worldwide political and military actions, and economic conditions, including potential recessions; and ● increased demand for alternative energy and use of electric vehicles and increased emphasis on decarbonization, including government initiatives, such as the variety of tax credits contained in the U.S. Inflation Reduction Act of 2022, to ~~promote~~market ~~the~~due ~~use of renewable energy sources and public sentiment around alternatives~~ to ~~oil~~infrastructure ~~and gas.~~limitations;

12● consolidation of our customers;

~~Our~~● ~~business~~customer ispersonnel ~~dependent~~changes; ~~on capital spending by our customers,~~ and ~~reductions in capital spending could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.~~

~~Our~~● ~~business~~adverse isdevelopments ~~directly~~in ~~affected~~the bybusiness ~~changes~~or inoperations ~~capital expenditures~~of by our customers, ~~and~~including ~~reductions~~write-downs inof ~~their~~gas ~~capital~~reserves ~~spending could reduce demand for our services~~ and ~~products~~borrowing ~~and~~base ~~have~~reductions aunder ~~material adverse effect on our business, consolidated results of operations, and consolidated financial condition. Some of the items that may impact our~~ customers’ ~~capital~~credit ~~spending include:~~facilities.

~~● oil and natural gas prices, which are impacted by the factors described~~ Constraints in the ~~preceding~~supply ~~risk factor; ● the inability~~ of ~~our customers to access capital on economically advantageous terms~~, ~~which~~prices ~~may be impacted by~~for, ~~among~~and ~~other~~availability ~~things, a decrease~~ of ~~investors’~~transportation ~~interest in hydrocarbon producers because~~ of ~~environmental~~raw ~~and~~materials ~~sustainability~~can ~~initiatives;~~have ●a ~~changes~~material inadverse ~~customers’~~effect ~~capital allocation, including an increased allocation to the production of renewable energy or other sustainability efforts, leading to less focus~~ on ~~oil and natural gas production growth; ● restrictions on~~ our ~~customers’ ability to get their produced oil and natural~~ gas todistribution business ~~market due to infrastructure limitations; ● consolidation of our customers; ● customer personnel changes;~~ and ●consolidated ~~adverse~~results ~~developments in the business or operations~~ of ~~our customers, including write-downs of oil and natural gas reserves and borrowing base reductions under customers’ credit facilities~~operations.

~~Constraints~~Raw materials essential to our gas distribution operations and manufacturing, such as proppants (primarily sand), chemicals, metals, and gels, are normally readily available. Shortages of raw materials as a result of high levels of demand or loss of suppliers can trigger constraints in the supply chain of those raw materials, ~~prices~~particularly where we have a relationship with a single supplier for a particular resource. Many of the raw materials essential to our business require the use of rail, storage, and ~~availability~~trucking services to transport the materials to our job sites. These services, particularly during times of ~~transportation~~high demand, may cause delays in the arrival of or otherwise constrain our supply of raw materials. ~~can~~These constraints could have a material adverse effect on our business and consolidated results of operations. In addition, price increases imposed by our vendors for raw materials and transportation providers used in our business, and the inability to pass these increases through to our customers, could have a material adverse effect on our business and consolidated results of operations.

Raw materials essential to our operations and supply are normally readily available. Shortage of raw materials as a result of high levels of demand or loss of suppliers during market challenges can trigger constraints in the supply chain of those raw materials, particularly where we have a relationship with a single supplier for a particular resource. Many of the raw materials essential to our business require the use of rail, storage, and trucking services to transport the materials to our job sites. These services, particularly during times of high demand, may cause delays in the arrival of or otherwise constrain our supply of raw materials. These constraints could have a material adverse effect on our business and consolidated results of operations. In addition, price increases imposed by our vendors for raw materials and transportation providers used in our business, and the inability to pass these increases through to our customers, could have a material adverse effect on our business and consolidated results of operations.22

Our ability to operate and our growth potential could be materially and adversely affected if we cannot attract, employ, and retain technical personnel at a competitive cost.

Many of the services that we provide and the products that we sell are complex and highly engineered and often must perform or be performed in harsh conditions. We believe that our success depends upon our ability to attract, employ, and retain technical personnel with the ability to design, utilize, and enhance these services and products. A significant increase in the wages paid by competing employers could result in a reduction of our skilled labor force, increases in the wage rates that we must pay, or both. If either of these events were to occur, our cost structure could increase, our margins could decrease, and any growth potential could be impaired.

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.

Our products are purchased through distributors and not directly from manufacturers. If those customers were to purchase the products that we sell directly from manufacturers, or if manufacturers sought to increase their efforts to sell directly to end users, our business, results of operations and financial condition could be materially and adversely affected. These or other developments that remove us from, or limit our role in, the distribution chain, may harm our competitive position in the marketplace and reduce our sales and earnings.

We may experience unexpected supply shortages.

We distribute products from a wide variety of manufacturers and suppliers. Nevertheless, in the future we may have difficulty obtaining the products we need from suppliers and manufacturers as a result of unexpected demand or production difficulties. Also, products may not be available to us in quantities sufficient to meet our customer demand. Our inability to obtain sufficient products from suppliers and manufacturers, in sufficient quantities, could have a material adverse effect on our business, results of operations and financial condition.

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.

The value of our gas products inventory could decline as a result of price reductions by manufacturers of products sold by us. WeThere ~~have been selling the same types of products to our customers for many years (and therefore do not expect that our inventory will become obsolete). However, there~~ is no assurance that a substantial decline in product prices would not result in a write-down of our inventory value. Such a write-down could have a material adverse effect on our financial condition. Also, decreases in the market prices of products sold by us could cause customers to demand lower sale prices from us. These price reductions could reduce our margins and profitability on sales with respect to such lower-priced products. Reductions in our margins and profitability on sales could have a material adverse effect on our business, results of operations, and financial condition.

13A substantial decrease in the price of gas could significantly lower our gross profit or cash flow.

AWe distribute ~~substantial~~gas ~~decrease~~and, inas a result, our business may be significantly affected by the price and supply of gas. ~~could~~When ~~significantly~~gas prices are lower, the prices that we charge customers for products may decline, which affects our gross profit and cash flow. The gas industry as a whole is cyclical and at times pricing and availability of gas can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, consolidation of steel producers, import duties and tariffs and currency exchange rates. When gas prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profit or cash flow.

We distribute gas and, as a result, our business may be significantly affected by the price and supply of gas. When gas prices are lower, the prices that we charge customers for products may decline, which affects our gross profit and cash flow. The gas industry as a whole is cyclical and at times pricing and availability of gas can be volatile due to numerous factors beyond our control, including general domestic and international economic conditions, labor costs, sales levels, competition, consolidation of steel producers, import duties and tariffs and currency exchange rates. When gas prices decline, customer demands for lower prices and our competitors’ responses to those demands could result in lower sale prices and, consequently, lower gross profit or cash flow.23

If gas prices rise, we may be unable to pass along the cost increases to our customers.

We maintain inventories of gas to accommodate the lead time requirements of our customers. Accordingly, we purchase gas in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy the anticipated needs of our customers based upon historic buying practices, contracts with customers and market conditions. Our commitments to purchase gas are generally at prevailing market prices in effect at the time we place our orders. If gas prices increase between the time, we order gas and the time of delivery of such products to us, our suppliers may impose surcharges that require us to pay for increases in gas prices during such period. Demand for the gas we distribute, the actions of our competitors, and other factors will influence whether we will be able to pass such gas cost increases and surcharges on to our customers, and we may be unsuccessful in doing so.

We may not have adequate insurance for potential liabilities, including liabilities arising from litigation.

In the ordinary course of business, we have and, in the future, may become the subject of various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, the products we distribute, employees and other matters, including potential claims by individuals alleging exposure to hazardous materials as a result of the products we distribute or our operations. Some of these claims may relate to the activities of businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses. The products we distribute are sold primarily for use in the energy industry, which is subject to inherent risks that could result in death, personal injury, property damage, pollution, or loss of production. In addition, defects in the products we distribute could result in death, personal injury, property damage, pollution or damage to equipment and facilities. Actual or claimed defects in the products we distribute may give rise to claims against us for losses and expose us to claims for damages.

We maintain insurance to cover certain of our potential losses, and we are subject to various self-retentions, deductibles, and caps under our insurance. It is possible, however, that judgments could be rendered against us in cases in which we would be uninsured and beyond the amounts that we currently have reserved or anticipate incurring for such matters. Even a partially uninsured claim, if successful and of significant size, could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we may not be able to continue to obtain insurance on commercially reasonable terms in the future, and we may incur losses from interruption of our business that exceed our insurance coverage. Finally, even in cases where we maintain insurance coverage, our insurers may raise various objections and exceptions to coverage which could make uncertain the timing and amount of any possible insurance recovery uncertain.

Our operations are subject to hazards inherent in the ~~oil and~~ gas industry and, as a result, we are exposed to potential liabilities that may affect our financial condition and reputation.

Risks inherent to ~~our~~the gas industry, such as equipment malfunctions and failures, equipment misuse and defects, explosions and uncontrollable flows of ~~oil, natural~~ gas ~~or well fluids~~ and natural disasters, can cause personal injury, loss of life, suspension of operations, damage to ~~formations, damage to~~ facilities, business ~~interruption~~ interruption and damage to or destruction of property, equipment, and the environment. These risks could expose us to substantial liability for personal injury, wrongful death, property damage, loss of ~~oil and~~ gas production, pollution, and other environmental damages. The frequency ~~and~~ and severity of such incidents will affect operating costs, insurability and relationships with customers, employees, and regulators. In particular, our customers may elect not to purchase our services if they view our safety record as unacceptable, which could cause us to lose customers and substantial revenues. In addition, these risks may be greater for us because we may acquire companies that have not allocated significant resources and management focus to safety and have a poor safety record requiring rehabilitative efforts during the integration process.

Our customers could seek damages for losses associated with these errors, defects, or other performance problems. Our insurance policies may not be adequate to cover all liabilities. Further, insurance may not be generally available in the future or, if available, insurance premiums may make such insurance commercially unjustifiable. Moreover, even if we are successful in defending a claim, it could be time-consuming and costly to defend.

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.24

~~Almost~~We are ~~all~~subject ofto ~~our~~increased ~~operations~~risks ~~are~~associated ~~conducted,~~with ~~and almost of~~ our ~~assets~~investments ~~are,~~in asemerging ~~at the date of this document~~markets, ~~located~~particularly in the ~~UAE,~~Middle ~~which~~East isregion ~~defined~~and ~~as an emerging market. While most of the countries~~specifically in ~~which~~the weUnited ~~conduct~~Arab ~~our~~Emirates. ~~business~~These ~~have~~risks ~~historically~~encompass ~~not~~significant ~~been affected by~~ political ~~instability~~, ~~there is no assurance that any political,~~ social, and economic oruncertainties ~~market conditions affecting such countries~~ in the ~~Middle East~~ region. ~~generally~~Given ~~(as well as outside~~ the ~~Middle East~~ ~~region~~volatile ~~because~~nature of ~~interrelationships~~these ~~within the global financial~~ markets), ~~would~~instabilities ~~not~~in ~~have~~these aregions ~~material~~could ~~adverse~~significantly ~~effect~~adversely onaffect ~~our~~the ~~business,~~value ~~results~~ of ~~operations~~our ~~and financial condition~~investments.

14Our gas operations are conducted, and our gas assets are located in, the UAE, which is defined as an emerging market. There is no assurance that any political, social, economic or market conditions affecting countries in the Middle East region would not have a material adverse effect on our business, results of operations and financial condition.

Specific risks in ~~these countries and~~ the Middle East region that may have a material impact on our business, results of operations and financial condition include:

● ~~ongoing macroeconomic uncertainty and disruption due to the COVID-19 pandemic; ●~~ an increase in inflation and the cost of living; ● a devaluation in the currency of any country in which we have operations; ● external acts of warfare and civil clashes or other hostilities involving nations in the region; ● governmental actions or interventions, including tariffs, protectionism, and subsidies; ● difficulties and delays in obtaining governmental or other approvals, new permits and consents for our operations or renewing existing ones; ● potential lack of transparency or reliability in jurisdictions where we operate; ● cancellation of contractual rights; ● lack of infrastructure; ● expropriation or nationalization of assets; ● inability to repatriate profits and/or dividends; ● continued regional political instability and unrest, including government or military regime change, riots or other forms of civil disturbance or violence, including through acts of terrorism; ● military strikes or the outbreak of war or other hostilities involving nations in the region; ● a material curtailment of the industrial and economic infrastructure development that is currently underway across the Middle East region; ● increased government regulations, or adverse governmental activities, with respect to price, import and export controls, the environment, customs and immigration, capital transfers, foreign exchange and currency controls, labor policies, land and water use and foreign ownership; ● changing tax regimes, including the imposition of taxes in currently tax favorable jurisdictions; ● arbitrary, inconsistent, or unlawful government action, including capricious application of tax laws and selective tax audits; ● limited availability of capital or debt financing; and ● slowing regional and global economic environment.

~~Any~~● ~~unexpected~~a ~~changes~~devaluation in the ~~political,~~currency ~~social,~~of ~~economic, or~~any ~~other~~country ~~conditions~~ in which we ~~operate, or neighboring countries may~~ have ~~a material adverse effect on our business, results of~~ operations ~~and financial condition.~~;

It● isexternal ~~not~~acts ~~possible to predict the occurrence~~ of ~~events or~~warfare ~~circumstances~~and ~~such~~civil asclashes or ~~like~~other ~~those~~hostilities ~~outlined~~involving ~~above~~nations orin the ~~impact of such occurrences and no assurance can be given that we would be able to sustain its current profit levels if such events or circumstances were to occur.~~region;

~~Investors~~● ~~should~~governmental ~~also~~actions beor ~~aware that emerging markets are subject to greater risks than more developed markets~~interventions, including ~~in some cases significant legal~~tariffs, ~~economic~~protectionism, and political risks. Accordingly, investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, considering those risks, their investment is appropriate. Generally, investment in developing markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved.subsidies;

To● ~~the~~difficulties ~~extent~~and ~~that~~delays ~~economic growth or performance~~ in ~~the~~obtaining ~~countries~~governmental ~~in which we operate slows~~ or ~~begins~~other ~~to decline~~approvals, ornew ~~political~~permits ~~conditions~~and ~~become~~consents ~~sufficiently~~for ~~unstable to have a material adverse effect on~~ our operations, ~~our~~or ~~business,~~renewing ~~financial~~existing ~~condition, and results of operations may be materially adversely affected.~~ones;

We● ~~are~~potential ~~exposed~~lack toof ~~risks~~transparency ~~from~~or ~~potentially~~reliability ~~unpredictable legal and regulatory environments~~ in ~~the~~jurisdictions ~~UAE~~where ~~and~~we ~~Middle East region.~~operate;

We● ~~currently~~cancellation ~~operate in the UAE, an emerging market economy, which is in various stages~~ of developing legal and regulatory systems that are not yet as fully matured and/or established as those of Western Europe and the United States. Some emerging market countries are also in the process of transitioning to a market economy and, as a result, are experiencing changes in their economies and their government policies (including, without limitation, policies relating to foreign ownership, repatriation of profits, property and contractual rights and planning and permit granting regimes) that may affect our business in those countries. Such countries are also characterized by less comprehensive legal and regulatory environments and systems. Existing laws and regulations may be applied inconsistently with anomalies in their interpretation or implementation. Such anomalies could affect our ability to enforce our rights under our contracts or to defend our business against claims by others.;

~~There~~● ~~can~~lack be no assurance that if laws or regulations were imposed on the products and services offered by us it would not increase our costs, or adversely affect the way in which we conduct our business or otherwise have a material adverse effect on our results of ~~operations and financial condition.~~infrastructure;

~~Any~~● ofexpropriation ~~the above factors, alone~~ or innationalization ~~combination, may have a material adverse effect on our business, results~~ of ~~operations and financial condition.~~assets;

15● inability to repatriate profits and/or dividends;

We● ~~are~~continued ~~exposed~~regional topolitical ~~risks~~instability ~~arising~~and ~~from~~unrest, ~~potential~~including ~~changes~~government inor ~~the~~military ~~UAE’s visa~~regime ~~legislation~~change, ~~which~~riots ~~could~~or ~~adversely~~other ~~impact~~forms ~~our~~of ~~business~~civil ~~operations.~~disturbance or violence, including through acts of terrorism;

A● ~~federal~~military ~~decision~~strikes ~~No.~~or ~~281 of 2009 issued by~~ the ~~Minister of~~outbreak ~~the Interior in May 2009 (the “Resolution”), which came into effect on 1 June 2009, standardized the terms~~ of ~~residency permits~~war issued to expatriate residential property owners across the UAE. The decree allows expatriate property owners to apply for renewable multiple-entry visas with a validity of six months. The residency permit does not entitle the holder to work in the UAE and is in effect a long-term visit visa. In order to successfully apply for the new permit, expatriate property owners must satisfy certain criteria, including a minimum property valuation of at least AED 1 million, earning thresholds and the maintenance of appropriate insurance. While the Resolution was passed with the intention of standardizing the previous rules and stimulating the domestic market, it is not possible to assess whether the Resolution has had a positive or negative effect on levels of foreign investment in the UAE market. Separately, the Government, through the Dubai Land Department, has introduced a two-year residency visa for residential property owners in Dubai, and, while the criteria for obtaining this residency visa is similar to the residency permit, it provides the holder with UAE residency status, allowing the individual to obtain an Emirates ID card and a UAE driving license as well as to sponsor dependents (subject to meeting the relevant criteria for dependent sponsorship). The Government has introduced other ~~new~~hostilities ~~visa~~involving ~~measures~~nations to make the UAE more appealing to investors, entrepreneurs, skilled personnel and outstanding students, including the 10-year “Golden” visa. As of the date of this document, we have not experienced difficulties in ~~attracting skilled personnel, however, any restrictive changes to~~ the UAE’s visa policies may discourage foreign nationals from choosing to live, work, and invest in the UAE, which would have an adverse effect on our ability to attract skilled personnel, our business, results of operations and financial condition.region;

We● ~~are~~a ~~subject~~material tocurtailment ~~risks~~of ~~associated~~the ~~with~~industrial ~~potential~~and ~~unlawful~~economic orinfrastructure ~~arbitrary governmental~~development ~~actions~~that inis ~~the~~currently ~~UAE,~~underway ~~which~~across ~~could~~the ~~negatively~~Middle ~~impact~~East ~~our operations and financial performance.~~region;

~~Governmental~~● ~~authorities~~increased ingovernment ~~the UAE in which we operate may have a high degree of discretion and~~regulations, ~~at times, act selectively~~ or ~~arbitrarily,~~adverse ~~without~~governmental ~~hearing or prior notice~~activities, ~~and~~with ~~sometimes~~respect ~~in a manner that is contrary~~ to ~~law or influenced by political or commercial considerations. The governing law covers all areas across Dubai~~price, ~~including~~ ~~special~~import ~~development zones~~ and ~~free~~export ~~zones and annuls clauses of the resolution issued on January 1~~controls, ~~1964, regulating~~ the ~~expropriation of private property for public use. Such governmental action could include~~environment, ~~among~~customs ~~other~~and ~~things~~immigration, ~~the~~capital ~~withdrawal of building permits~~transfers, ~~the expropriation~~foreign ofexchange ~~property~~and ~~without~~currency ~~adequate compensation or the forcing of business acquisitions~~controls, ~~combinations,~~labor ~~or sales. A new law~~policies, ~~titled “Law~~land ~~No. (2) of 2022 Concerning Acquisition of Real Property for the Public Benefit in the Emirate of Dubai”, however, aims to ensure that the rights of owners of expropriated property are protected~~ and ~~that~~water ~~they~~use ~~are afforded full~~ and ~~fair~~foreign compensation according to a clear set of rules outlined by the new law from 2022. However, any such action taken may have a material adverse effect on our business, results of operations and financial condition.ownership;

We● ~~are~~changing ~~subject~~tax toregimes, including the ~~risk~~imposition of ~~international~~taxes ~~sanctions,~~in ~~which~~currently ~~could significantly~~tax ~~impact~~favorable ~~our business activities, results of operations and financial condition.~~jurisdictions;

~~European~~● arbitrary, USinconsistent, ~~and other international sanctions have in the past been imposed on companies engaging in certain types of transactions with specified countries~~ or ~~companies~~unlawful orgovernment ~~individuals~~action, ~~in those~~including ~~countries.~~capricious ~~Companies~~application ~~operating in certain countries in the Middle East region have been subject to such sanctions in the past. The UAE are not subject to such sanctions as at the date~~ of ~~this~~tax ~~registration~~laws ~~statement. The terms of legislation~~ and ~~other~~selective ~~rules~~tax ~~and regulations that establish sanctions regimes are often broad in scope and difficult to interpret.~~audits;

If● ~~the~~limited ~~UAE~~availability ~~were~~of incapital ~~the future to violate European, US~~ or ~~international~~debt ~~sanctions,~~financing; penalties could include a prohibition or limitation on the UAE’s ability to conduct business in certain jurisdictions or to access the US or international capital markets. Any such sanction could have a material adverse effect on our business, results of operations and ~~financial condition.~~

~~Risks~~● ~~Related~~slowing toregional ~~Legal,~~and ~~Accounting~~global ~~and~~economic ~~Regulatory Matters~~environment.

AnAny unexpected ~~unfavorable~~changes ~~outcome~~in these or other political, social, economic, or other conditions in which we operate in the UAE or neighboring countries may have a material adverse effect on our business, results of ~~any~~operations ~~pending~~and ~~contingencies~~financial condition. It is not possible to predict the occurrence of events or ~~litigation~~circumstances such as or like those outlined above or the impact of such occurrences and no assurance can be ~~could~~given ~~adversely~~that ~~affect~~we uswould be able to achieve profitable operations if such events or circumstances were to occur.

We are currently not involved in pending legal proceedings arising in the ordinary course of our business. Where it is reasonably possible to do so, we accrue estimates of the probable costs for the resolution of these matters. These estimates are based upon an analysis of potential results and settlement strategies. It is possible, however, that future operating results for any quarter or annual period could be affected by changes in assumptions. For additional details related to this risk, see “Legal Proceedings”.25

~~The~~Investors should ~~Sale~~also ofbe ~~our~~aware ~~Products~~that ~~involves~~emerging ~~Potential~~markets ~~Product~~are ~~Liability~~subject ~~and~~to greater risks than more developed markets, including in some cases significant ~~Related~~legal, ~~Risks~~economic, ~~that~~and ~~Could~~political ~~Expose~~risks. usAccordingly, toinvestors ~~Significant~~should ~~Insurance~~exercise particular care in evaluating the risks involved and ~~Loss~~must decide ~~Expenses~~for themselves whether, considering those risks, their investment is appropriate. Generally, investment in developing markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved.

WeTo the ~~face~~extent anthat ~~inherent~~economic ~~risk~~growth ofor ~~exposure~~performance toin ~~product liability claims if~~ the ~~use~~countries ofin ~~our~~which ~~products~~we ~~results~~operate ~~in,~~slows or isbegins ~~believed~~ to ~~have resulted in~~decline, ~~illness~~ or ~~injury.~~political ~~Any product liability claim may increase~~conditions ~~our~~become ~~costs~~sufficiently ~~and~~unstable ~~adversely~~to ~~affect~~have ~~our revenue and operating income. Moreover, liability claims arising from~~ a ~~serious~~material adverse ~~event~~effect ~~may~~on ~~increase~~ our ~~costs~~operations, ~~through higher insurance premiums and deductibles for~~ our ~~insurances~~business, ~~and~~financial ~~may make it more difficult to secure adequate insurance coverage in the future. In addition~~condition, ~~our~~and ~~product~~results ~~liability~~of ~~insurance~~ operations may ~~fail~~be tomaterially ~~cover future product liability claims, which, if~~ adversely ~~determined,~~ ~~could subject us to substantial monetary damages~~affected. ~~Al Shola Gas has General Liability Coverage.~~

~~Compliance~~We are ~~with~~exposed ~~Changing~~to ~~Regulation~~risks offrom ~~Corporate~~potentially ~~Governance~~unpredictable legal and ~~Public Disclosure~~regulatory ~~May~~environments ~~Result~~ in ~~Additional~~the ~~Expenses~~UAE and Middle East region.

~~Changing~~We currently ~~laws,~~operate ~~regulations~~in ~~and~~the ~~standards~~UAE, ~~relating to~~an ~~corporate~~emerging ~~governance~~market ~~and public disclosure~~economy, ~~including~~which ~~the~~is ~~Sarbanes-Oxley~~in ~~Act~~various stages of ~~2002~~developing legal and ~~new~~regulatory ~~SEC~~systems ~~regulations,~~ that are ~~creating~~not ~~uncertainty for~~yet ~~companies~~as ~~such~~fully asmatured ~~ours.~~and/or ~~These~~established ~~new~~as orthose ~~changed~~of ~~laws,~~Western ~~regulations~~Europe and ~~standards~~the ~~are~~United ~~subject~~States. toSome ~~varying~~emerging ~~interpretations~~market incountries ~~many cases~~are ~~due~~also toin ~~their~~the ~~lack~~process of ~~specificity,~~transitioning ~~and~~to as a ~~result,~~market ~~their~~economy ~~application~~and, ~~in practice may evolve over time~~ as ~~new~~a ~~guidance is provided by regulatory and governing bodies~~result, ~~which~~are ~~could~~experiencing ~~result~~changes in ~~continuing~~their ~~uncertainty~~economies ~~regarding compliance matters~~ and ~~higher~~their ~~costs necessitated by ongoing~~government ~~revisions~~policies to(including, ~~disclosure~~without ~~and~~limitation, ~~governance~~policies ~~practices.~~relating ~~We are committed~~ to ~~maintaining~~foreign ~~high~~ownership, ~~standards~~repatriation of ~~corporate~~profits, ~~governance~~property and ~~public~~contractual ~~disclosure.~~rights Asand aplanning ~~result,~~and wepermit ~~intend~~granting toregimes) ~~invest~~that ~~resources~~may toaffect ~~comply~~our ~~with~~business ~~evolving~~in ~~laws,~~those ~~regulations~~countries. ~~and~~Such ~~standards,~~countries ~~and~~are ~~this~~also ~~investment~~characterized ~~may~~by ~~result in~~less ~~increased~~comprehensive ~~general~~legal and ~~administrative~~regulatory ~~expenses~~environments and asystems. ~~diversion~~Existing oflaws ~~management time~~ and ~~attention~~regulations ~~from~~may ~~revenue-generating~~be ~~activities~~applied toinconsistently ~~compliance~~with anomalies ~~activities.~~in Iftheir ~~our~~interpretation ~~efforts~~or toimplementation. ~~comply~~Such ~~with~~anomalies ~~new~~could oraffect ~~changed~~our ~~laws,~~ability ~~regulations~~to ~~and~~enforce ~~standards~~our ~~differ~~rights ~~from~~under ~~the~~our ~~activities~~contracts ~~intended by regulatory~~ or ~~governing bodies due~~ to ~~ambiguities related to practice,~~ defend our ~~reputation~~business ~~may~~against beclaims ~~harmed~~by others.

16There can be no assurance that if laws or regulations were imposed on the products and services offered by us it would not increase our costs, or adversely affect the way in which we conduct our business or otherwise have a material adverse effect on our results of operations and financial condition.

IfAny of ~~we Fail to Comply with~~ the ~~Rules~~above ~~under~~factors, ~~the~~alone ~~Sarbanes-Oxley~~or ~~Act Related~~in ~~to Accounting Controls and Procedures~~combination, ormay ifhave ~~Material~~a ~~Weaknesses~~material oradverse ~~Other~~effect ~~Deficiencies~~on ~~are Discovered in~~ our ~~Internal Accounting Procedures~~business, ~~our~~results ~~Stock~~of ~~Price~~operations ~~Could~~and ~~Decline Significantly~~financial condition.

~~Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal controls over financial reporting.~~ We ~~are in the process of documenting and~~ ~~testing our internal control procedures, and we may identify material weaknesses in our internal control over financial reporting and other deficiencies. If material weaknesses and deficiencies~~ are ~~detected,~~exposed ~~it could cause investors~~ to ~~lose~~risks ~~confidence~~arising infrom ~~our~~potential ~~Company~~changes ~~and result~~ in ~~a decline in our stock price and consequently affect our financial condition. In addition, if we fail to achieve and maintain~~ the ~~adequacy~~UAE’s ofvisa ~~our internal controls~~legislation, wewhich ~~may~~could ~~not~~adversely beimpact able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business ~~and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our Common Stock could drop significantly~~operations. ~~In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.~~

~~Failure~~Any restrictive Tochanges ~~Comply~~to ~~with~~ the ~~U.S.~~UAE’s ~~Foreign~~visa ~~Corrupt~~policies ~~Practices~~may ~~Act~~discourage foreign nationals from choosing to live, work, and invest in the ~~U.K.~~UAE, ~~Bribery~~which ~~Act~~would orhave ~~Other~~an ~~Applicable~~adverse ~~Anti-bribery~~effect ~~Laws~~on ~~Could~~our ~~Have~~ability anto ~~Adverse~~attract ~~Effect~~skilled onpersonnel, usour business, results of operations and financial condition.

~~The U.S. Foreign Corrupt Practices Act, the U.K. Bribery~~We ~~Act~~are ~~and~~subject ~~similar~~to ~~anti-bribery~~risks ~~laws~~associated inwith ~~other~~potential ~~jurisdictions~~unlawful ~~generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining~~ or ~~retaining~~arbitrary ~~business.~~governmental ~~Recent~~actions ~~years have seen a substantial increase~~ in ~~anti-bribery law enforcement activity with more frequent and aggressive investigations and enforcement proceedings by both~~ the ~~Department of Justice and the SEC~~UAE, increased enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with all anti-bribery laws. Our internal control policies and procedures may not always protect it from reckless or criminal acts committed by employees or third-party intermediaries. Violations of these anti-bribery laws may result in criminal or civil sanctions, which could ~~have~~negatively aimpact ~~material adverse effect on us as well as~~ our operations ~~financial condition~~ and ~~results~~financial ~~of operations~~performance.

~~Changes~~Governmental authorities in ~~Tax~~the ~~laws~~UAE may have a high degree of discretion and, at times, act selectively or ~~Exposure~~arbitrarily, towithout ~~Additional~~hearing ~~Income~~or ~~Tax~~prior ~~Liabilities~~notice, ~~Could~~and ~~have~~sometimes in a ~~Material~~manner ~~Impact~~that onis ~~our~~contrary ~~Company~~to law or influenced by political or commercial considerations. Such governmental action could include, among other things, the ~~Results~~withdrawal of ~~Operations~~building permits, ~~Financial~~the ~~Conditions~~expropriation of property without adequate compensation or the forcing of business acquisitions, combinations, or sales. Any such action taken may have a material adverse effect on our business, results of operations and ~~Cash~~financial ~~Flows~~condition.

We are subject to ~~income and non-income-based taxes in~~ the ~~jurisdictions~~risk inof ~~which~~international ~~we operate and intend to operate~~sanctions, aswhich ~~well as jurisdictions such as the United States. The tax laws in these jurisdictions~~ could ~~change~~significantly onimpact aour ~~prospective~~business ~~or retroactive basis~~activities, ~~and~~results ~~any~~of ~~such~~operations ~~changes could adversely affect us~~ and ~~our effective tax~~ ~~rate~~financial condition.

~~Taxation regulation in territories around the world~~European, ~~can~~U.S. ~~also~~and ~~change~~other ~~very~~international ~~quickly,~~sanctions ~~which~~have ~~may~~in ~~mean that all~~ the ~~implications~~past ~~for~~been ~~businesses~~imposed ~~may~~on ~~not~~companies ~~have~~engaging ~~been~~in ~~fully~~certain ~~thought~~types ~~through~~of bytransactions ~~the~~with ~~regulating~~specified ~~authorities~~countries ~~before~~or ~~final~~companies ~~guidelines~~or ~~and~~individuals ~~laws~~in ~~are~~those ~~issued~~countries. ~~Furthermore,~~Companies ~~any~~operating ~~changes~~in ~~made~~certain bycountries ~~tax~~in ~~authorities,~~the ~~together~~Middle ~~with~~East ~~other~~region ~~legislative~~have been ~~changes,~~subject to ~~the~~such ~~mandatory~~sanctions ~~sharing~~in ofthe ~~company~~past. ~~information~~The ~~(financial~~UAE ~~and~~is ~~operational)~~not ~~with~~subject ~~tax authorities on both a local and global basis, could lead~~ to ~~disagreements~~such ~~between~~sanctions ~~jurisdictions~~as ~~with~~of ~~respect to~~ the ~~proper~~date ~~allocation~~ of ~~profits~~this ~~between~~report. ~~such~~The ~~jurisdictions.~~terms Weof ~~therefore~~legislation ~~continuously~~and ~~monitor~~other ~~changes~~rules toand ~~tax~~regulations ~~regulation~~that ~~and~~establish ~~double~~sanctions ~~tax~~regimes ~~treaties~~are ~~between~~often ~~the~~broad ~~territories~~ in ~~which~~scope weand ~~operate.~~difficult ~~We also maintain a comprehensive transfer pricing policy~~ to ~~govern the flow of funds between various tax territories~~interpret.

We are further subject to ongoing tax audits in the various jurisdictions in which we operate. We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provisions. However, there can be no assurance that we will accurately predict the outcomes of these audits, which could have a material impact on the business, financial condition, results of operations, and cash flows.26

~~While we have recorded reserves for potential payments~~If ~~to various tax authorities related to uncertain tax positions,~~ the ~~calculation~~UAE ofwere ~~such~~in ~~tax liabilities involves~~ the ~~application~~future ofto ~~complex tax~~violate ~~regulations~~European, inU.S. ~~many~~or ~~jurisdictions.~~international ~~Therefore~~sanctions, ~~any~~penalties ~~dispute~~could ~~with~~include a ~~tax~~prohibition ~~authority~~or ~~may result in payment that is significantly different~~limitation ~~from~~on ~~our estimates. If~~ the ~~payment~~UAE’s ~~proves~~ability to beconduct ~~less~~business ~~than the recorded reserves, the reversal of the liabilities would generally result~~ in ~~tax~~certain ~~benefits~~jurisdictions ~~being~~or ~~recognized~~to inaccess the ~~period~~U.S. ~~when~~or weinternational ~~determine~~capital ~~the liabilities to be no longer necessary~~markets. ~~Conversely,~~Any ~~if the payment~~such ~~proves~~sanction ~~to be more than the reserves, we~~ could ~~incur additional charges, and these could~~ have a ~~materially~~material adverse effect on ~~the~~our business, ~~financial~~ ~~condition,~~ results of operations, and ~~cash~~financial ~~flows~~condition.

~~The US Department of the Treasury’s Office of~~Risks ~~Foreign~~Related ~~Assets~~to ~~Control (“OFAC”)~~Legal, ~~and~~Accounting ~~the Bureau of Industry~~ and ~~Security~~Regulatory at the US Department of Commerce (“BIS”) administer certain laws and regulations that restrict US persons and, in some instances, non-US persons, in conducting activities, transacting business with, or making investments in certain countries, governments, entities and individuals subject to US economic sanctions.Matters

~~Our~~The sale ~~international~~of ~~operations~~our ~~subject~~products usinvolves topotential ~~these~~product ~~laws and~~liability ~~regulations, which are complex~~ and ~~constantly~~related ~~changing.~~risks ~~They~~that ~~restrict~~could ~~business~~expose ~~dealings~~us ~~with~~to ~~certain~~significant ~~countries,~~insurance ~~governments, entities,~~ and ~~individuals~~loss ~~and may enact, amend, enforce, or interpret further restrictions in a manner that materially impacts our operations~~expenses.

~~Our~~We face ~~subsidiary~~an ~~sells~~inherent ~~and~~risk ~~installs~~of ~~products,~~exposure ~~and~~to ~~may provide~~product ~~related~~liability ~~services,~~claims toif ~~distributors~~the oruse ~~contractors~~of ~~and~~our ~~other~~products ~~purchasing~~results ~~bodies~~ in, ~~such~~or ~~countries.~~is ~~These~~believed ~~business~~to ~~dealings~~have ~~represent~~resulted anin, ~~insignificant~~illness ~~amount~~or ofinjury. Any product liability claim may increase our ~~consolidated~~costs ~~revenues~~and adversely affect our revenue and operating income. ~~but~~Moreover, liability ~~expose~~claims usarising tofrom a ~~heightened~~serious ~~risk~~adverse ofevent ~~violating~~may ~~applicable~~increase ~~sanctions~~our ~~regulations.~~costs through higher insurance premiums and deductibles for our ~~Violations~~insurances ofand ~~these~~may ~~regulations~~make ~~are~~it ~~punishable~~more bydifficult ~~civil~~to ~~penalties,~~secure ~~including~~adequate ~~fines,~~insurance ~~denial~~coverage ofin ~~export~~the ~~privileges,~~future. ~~injunctions~~In addition, ~~asset~~our ~~seizures,~~product liability insurance ~~debarment~~may ~~from~~fail ~~government~~to ~~contracts~~cover ~~and~~future ~~revocations~~product orliability ~~restrictions~~claims, ofwhich, ~~licenses~~if adversely determined, ascould ~~well~~subject asus ~~criminal~~to ~~fines~~substantial ~~and~~monetary ~~imprisonment~~damages. Al Shola Gas has General Liability Coverage.

~~We have established policies and procedures designed~~Compliance ~~to assist~~ with ~~compliance~~changing ~~with~~regulation ~~such~~of ~~laws~~corporate governance and ~~regulations.~~public ~~However,~~disclosure ~~there~~may ~~can~~result ~~be no assurance that these will prevent us from violating these regulations~~ in ~~every~~additional ~~transaction in which we may engage~~expenses. ~~As such a violation could adversely affect our reputation, business, financial condition, results of operations and cash flows.~~

17Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act and new SEC regulations, are creating uncertainty for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We are committed to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, our reputation may be harmed.

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

~~Our~~Section 404 ~~largest~~of ~~shareholder,~~the ~~Fusion~~Sarbanes-Oxley ~~Fuel~~Act ~~Green,~~requires ~~holds~~annual ~~substantial~~management assessments of the effectiveness of our internal controls over financial reporting. We are in the process of documenting and testing our internal control procedures, and we may identify material weaknesses in our internal control over ~~the~~financial ~~Company~~reporting and isother ~~able~~deficiencies. If material weaknesses and deficiencies are detected, it could cause investors to ~~influence~~lose ~~all~~confidence ~~corporate~~in ~~matters~~us and result in a decline in our stock price and consequently affect our financial condition. In addition, ~~which~~if we ~~shareholders~~fail to achieve and maintain the adequacy of our internal controls, we may ~~consider~~not be able to ~~not~~ensure ~~always~~that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in ~~their~~our ~~best~~reported ~~interests~~financial information, and the trading price of our Common Stock could drop significantly. In addition, we cannot be certain that additional material weaknesses or significant deficiencies in our internal controls will not be discovered in the future.

Fusion Fuel Green holds substantial control of our Company with over 50% of the outstanding shares of common stock. By virtue of the ownership of common stock, Fusion Fuel Green is able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors, the approval of significant corporate transactions, and any change of control of our Company.27

WeFailure to ~~are~~comply ~~dependent~~with on the ~~continued~~U.S. ~~services~~Foreign ofCorrupt ~~our~~Practices ~~director~~Act, ~~and~~the ~~executive chairman~~U.K. ~~and~~Bribery ~~officers~~Act ~~and if we fail to keep them~~ or ~~fail~~other toapplicable ~~attract~~anti-bribery ~~and~~laws ~~retain~~could ~~qualified~~have ~~senior~~an ~~executives and key technical personnel,~~adverse ~~our~~effect ~~business~~on ~~may not be able to expand~~us.

WeThe U.S. ~~are~~Foreign ~~dependent~~Corrupt onPractices Act, the ~~continued~~U.K. ~~availability~~Bribery ~~of Executive~~Act ~~Chairman,~~and ~~Nicolas~~similar ~~Link,~~anti-bribery ~~CEO,~~laws ~~John-Paul~~in ~~Backwell,~~other jurisdictions generally prohibit companies and ~~CCO,~~their ~~Carsten~~intermediaries ~~Kjems~~from ~~Falk,~~making ~~and~~improper payments for the ~~availability~~purpose of ~~new~~obtaining ~~executives~~or toretaining ~~implement our~~ business ~~plans~~. ~~The~~Recent ~~market~~years ~~for~~have ~~skilled~~seen ~~employees~~a issubstantial increase ~~highly~~in ~~competitive,~~anti-bribery ~~especially~~law ~~for~~enforcement ~~employees~~activity inwith ~~our~~more ~~industry.~~frequent ~~Although~~and weaggressive ~~expect~~investigations and enforcement proceedings by both ~~that~~the ~~our~~Department ~~planned~~of ~~compensation~~Justice ~~programs~~and ~~will~~the beSEC, ~~intended~~increased toenforcement ~~attract~~activity by non-U.S. regulators and ~~retain~~increases ~~the~~in ~~employees~~criminal ~~required~~and ~~for~~civil usproceedings tobrought beagainst ~~successful,~~companies ~~there~~and ~~can~~individuals. Our policies mandate compliance bewith noall ~~assurance~~anti-bribery ~~that~~laws. weOur ~~will~~internal becontrol ~~able~~policies toand ~~retain~~procedures ~~all~~may ~~our~~not ~~key~~always protect us from reckless or criminal acts committed by employees or athird-party ~~sufficient~~intermediaries. ~~number~~Violations toof ~~execute~~these ~~our~~anti-bribery ~~plans,~~laws ~~nor~~may ~~can~~result ~~there~~in becriminal ~~any assurance~~or wecivil ~~will~~sanctions, bewhich ~~able~~could have toa ~~continue~~material toadverse ~~attract~~effect ~~new~~on ~~employees~~us as ~~required~~well as our financial condition and results of operations.

~~Our~~Changes in ~~lack~~tax oflaws ~~adequate~~or ~~D&O~~exposure ~~insurance~~to ~~may~~additional ~~also~~income ~~make~~tax itliabilities ~~difficult for~~could ushave toa ~~retain~~material ~~and~~impact ~~attract~~on ~~talented~~our ~~and~~company, ~~skilled~~the ~~directors~~results of operations, financial conditions and ~~officers~~cash flows.

~~In the future we may be subject to litigation, including~~We ~~potential class action and stockholder derivative actions. Risks associated with legal liability~~ are ~~difficult~~subject to ~~assess~~income and ~~quantify, and~~non-income-based ~~their~~taxes ~~existence~~in ~~and~~the ~~magnitude~~jurisdictions ~~can~~in ~~remain~~which ~~unknown for significant periods of time. To date,~~ we ~~have~~operate ~~not obtained directors~~ and ~~officers liability~~intend ~~(“D&O”)~~to ~~insurance~~operate, ~~but~~as wewell ~~plan~~as tojurisdictions such ~~obtain~~as itthe ~~following~~United ~~an uplist to a National Exchange~~States. ~~Without~~The ~~adequate~~tax ~~D&O insurance,~~laws ~~the~~in ~~amounts~~these wejurisdictions ~~would~~could ~~pay~~change ~~to indemnify our officers and directors should they be subject to legal action based~~ on ~~their service to the Company could have~~ a ~~material~~prospective ~~adverse~~or ~~effect~~retroactive ~~on our financial condition~~basis, ~~results of operations~~ and ~~liquidity.~~any ~~Furthermore,~~such ~~our~~changes ~~lack~~could ofadversely ~~adequate~~affect ~~D&O insurance may make it difficult for~~ us ~~to retain~~ and ~~attract~~our ~~talented~~effective ~~and~~tax ~~skilled directors and officers, which could adversely affect our business~~rate.

~~The~~Taxation regulation ~~elimination~~in ofterritories ~~monetary~~around ~~liability~~the ~~against~~world ~~our~~can ~~directors~~also change very quickly, ~~officers~~which may mean that all the implications for businesses may not have been fully thought through by the regulating authorities before final guidelines and ~~employees~~laws ~~under~~are ~~our~~issued. ~~Articles~~Furthermore, any changes made by tax authorities, together with other legislative changes, to the mandatory sharing of ~~Incorporation~~company information (financial and operational) with tax authorities on both a local and global basis, could lead to disagreements between jurisdictions with respect to the ~~existence~~proper allocation of ~~indemnification~~profits ~~rights~~between tosuch ~~our~~jurisdictions. ~~directors,~~We ~~officers~~therefore continuously monitor changes to tax regulation and ~~employees may~~double ~~result~~tax treaties between the territories in ~~substantial~~which ~~expenditures~~we byoperate. ~~our~~We ~~Company~~also ~~and~~maintain ~~may~~a ~~discourage~~comprehensive ~~lawsuits~~transfer ~~against~~pricing ~~our~~policy ~~directors,~~to ~~officers,~~govern ~~and~~the ~~employees~~flow of funds between various tax territories.

~~Our Articles of Incorporation contain provisions that~~We ~~eliminate~~are ~~the~~further ~~liability~~subject ~~of our directors for monetary damages~~ to ~~our~~ongoing ~~Company~~tax ~~and~~audits ~~shareholders.~~in ~~Our~~the ~~bylaws~~various ~~also~~jurisdictions ~~require~~in uswhich towe ~~indemnify our officers and directors~~operate. We ~~may~~regularly ~~also~~assess ~~have~~the ~~contractual~~likely ~~indemnification~~outcomes ~~obligations under our agreements with our directors, officers,~~of ~~and~~these ~~employees.~~audits ~~The foregoing indemnification obligations could result~~ in ~~our~~order ~~company incurring substantial expenditures~~ to ~~cover~~determine the ~~cost~~ appropriateness of ~~settlement~~our ortax ~~damage~~provisions. ~~awards~~However, ~~against~~there ~~directors,~~can ~~officers,~~be ~~and~~no ~~employees~~assurance that we ~~may~~will ~~be unable to recoup. These provisions and resulting~~accurately ~~costs~~predict ~~may~~the ~~also~~outcomes ~~discourage~~of ~~our~~these ~~company from bringing a lawsuit against directors~~audits, ~~officers,~~which ~~and~~could ~~employees~~have ~~for~~a ~~breaches~~material ofimpact ~~their~~on ~~fiduciary duties, and may similarly discourage~~ the ~~filing of derivative litigation by our shareholders against our directors~~business, ~~officers,~~financial ~~and employees even though such actions~~condition, ifresults ~~successful,~~of ~~might otherwise benefit our Company~~ operations, and ~~shareholders~~cash flows.

~~Our~~While we ~~officers~~have ~~may~~recorded ~~voluntarily~~reserves ~~terminate~~for ~~their~~potential ~~relationship~~payments to various tax authorities related to uncertain tax positions, the calculation of such ~~with~~tax usliabilities atinvolves the application of complex tax regulations in many jurisdictions. Therefore, any ~~time~~dispute with a tax authority may result in payment that is significantly different from our estimates. If the payment proves to be less than the recorded reserves, the reversal of the liabilities would generally result in tax benefits being recognized in the period when we determine the liabilities to be no longer necessary. Conversely, if the payment proves to be more than the reserves, we could incur additional charges, and ~~competition~~these could ~~for~~have ~~qualified~~a ~~personnel~~materially isadverse ~~lengthy~~effect on the Company’s business, ~~costly~~financial condition, results of operations, and ~~disruptive~~cash flows.

IfThe U.S. weDepartment ~~lose~~of the ~~services~~Treasury’s Office of ~~our~~Foreign ~~officers~~Assets Control, and ~~fail~~the ~~to replace~~Bureau ~~them~~of ifIndustry ~~they~~and ~~depart,~~Security weat ~~could~~the ~~experience~~U.S. aDepartment of ~~negative~~Commerce ~~effect~~administer oncertain ~~our~~laws ~~financial~~and ~~results~~regulations ~~and~~that ~~stock~~restrict ~~price~~U.S. ~~The~~persons ~~loss~~ and, ~~potential challenges~~ in ~~attracting,~~some ~~integrating~~instances, ~~motivating~~non-U.S. persons, ~~and~~in ~~retaining~~conducting activities, ~~additional~~transacting ~~key~~business ~~employees~~with, ~~could~~or ~~have~~making ainvestments ~~material~~in ~~adverse~~certain ~~effect~~countries, ~~on our business~~governments, ~~operating~~ entities and ~~financial~~individuals ~~results~~subject ~~and~~to ~~stock~~U.S. economic ~~price~~sanctions.

~~Certain~~Our international ~~officers~~operations ~~and~~subject ~~directors~~us ~~have~~to ~~other~~these ~~business~~laws ~~activities~~and regulations, which are complex and constantly changing. They restrict business ~~might~~dealings ~~cause~~with ~~them~~certain tocountries, ~~allocate~~governments, ~~less~~entities, ~~time~~and toindividuals ~~work~~and onmay enact, amend, enforce, or interpret further restrictions in a manner that materially impacts our ~~business~~operations.

~~Part of our management and board also serve on the management and board of ILUS.~~ Our ~~Executive Chairman, Nicolas Link is also the Chairman of the Board of Directors of Dear Cashmere Holding~~ ~~Co.~~subsidiary ~~(“DRCR”),~~sells ~~the~~and ~~Chairman~~installs ~~of the Board of Directors of CGrowth Capital~~products, ~~Inc. (“CGRA”),~~ and ~~the Chairman of the Board of Directors of Samsara Luggage Inc. (“SAML”). As a result, at certain points in time, these jointly represented companies~~ may ~~have~~provide ~~members~~related ~~of management and board concentrate their efforts on transactions that focus on one company over the other~~services, ~~which collectively would not amount~~ to ~~work~~distributors ~~for~~or ~~our~~contractors ~~company on a full-time basis. This~~ and other ~~conflicts~~purchasing ~~of interest may arise between us and part our~~bodies ~~officers and directors~~ in ~~that~~such ~~they~~countries. ~~have~~These ~~other~~ business ~~interests~~dealings ~~currently,~~represent ~~with~~an ~~respect~~insignificant toamount ~~QIND,~~of ~~and~~our inconsolidated ~~the~~revenues ~~future to which they devote their attention, such as in the case of acquisitions,~~ and ~~they~~income ~~may~~but beexpose ~~expected~~us to a ~~continue~~heightened torisk doof soviolating ~~although~~applicable ~~management~~sanctions ~~time~~regulations. ~~must~~Violations ~~also be~~of ~~devoted~~these toregulations ~~our~~are ~~business.~~punishable ~~Our~~by ~~officers~~civil ~~and directors~~penalties, ~~while key in identifying and securing our funding sources~~including fines, ~~may~~denial ~~face conflicts~~ of ~~interest~~export ~~due~~privileges, toinjunctions, ~~their~~asset ~~affiliations with other entities~~seizures, ~~impacting~~debarment ~~how~~from ~~funds~~government ~~are~~contracts ~~allocated between us~~ and ~~such~~revocations ~~affiliated~~or ~~entities.~~restrictions ~~These competing interests could disrupt focus~~ of ~~our key management and board. As a result~~licenses, ~~conflicts~~as ofwell ~~interest may arise that can be resolved only through exercise of such judgment~~ as iscriminal ~~consistent~~fines ~~with~~and ~~each officer or director’s understanding of his or her fiduciary duties to our company~~imprisonment.

InWe have anestablished ~~effort~~policies toand ~~resolve~~procedures ~~potential~~designed ~~conflicts~~to ofassist ~~interest as~~with ~~between~~compliance ~~ILUS~~with such laws and ~~QIND~~regulations. However, ~~our~~there ~~officers~~can ~~and~~be ~~director~~no assurance ~~have~~that ~~agreed~~these ~~that~~will ~~any~~prevent ~~opportunities~~us ~~that~~from ~~they~~violating ~~are~~these ~~aware~~regulations ofin ~~independently~~every ortransaction ~~directly through~~in ~~their~~which ~~association~~we ~~with~~may usengage. ~~would~~As besuch ~~presented~~a byviolation could ~~them~~adversely ~~solely~~affect toour ~~QIND~~reputation, ~~before~~business, ~~determining~~financial ~~whether~~condition, toresults ~~include~~of ~~the~~operations ~~opportunities~~and ~~in ILUS~~cash flows.

~~In general, our officers and director are required to present business opportunities to QIND and may present the opportunity to ILUS if the opportunity is aligned with the business of ILUS.~~28

~~Potential~~Risks Related ~~investors~~to ~~should~~our ~~also~~Management beand ~~aware~~Control ~~of the following potential conflicts of interest:~~Persons

InOur largest ~~the~~shareholder, ~~course~~Fusion ofFuel ~~their~~Green ~~other~~PLC, ~~business~~holds ~~activities,~~substantial ~~our~~control ~~officers~~over ~~and~~the ~~director may~~Company ~~become~~and ~~aware~~is ofable ~~investment~~to ~~and~~influence ~~business~~all ~~opportunities~~corporate matters, which shareholders may beconsider ~~appropriate for presentation~~ to usnot asalways ~~well~~be asin ~~the~~their ~~other~~best ~~entities with which they are affiliated~~interests.

~~Our~~Fusion Fuel ~~officers~~holds ~~and~~substantial ~~director~~control ~~may~~of ~~have~~our aCompany ~~conflict~~with over 50% of ~~interest~~the ~~with~~outstanding ~~respect to~~shares ~~evaluating~~of acommon ~~particular~~stock. ~~business~~By ~~combination~~virtue ifof the ~~retention~~ownership orof common ~~resignation~~stock, ofFusion ~~any~~Fuel ~~such~~is ~~officers~~able ~~and~~to ~~directors~~exercise ~~was~~significant ~~included~~influence byover aall ~~target business~~matters asrequiring aapproval ~~condition~~by toour ~~any~~stockholders, ~~agreement~~including the ~~with~~election ~~respect~~of todirectors, the ~~combination.~~approval ~~Our~~of ~~employment~~significant ~~contracts~~corporate ~~have~~transactions, ~~been~~and ~~filed~~any aschange ~~exhibits~~of tocontrol ~~this form~~of ~~10-K~~our Company.

18We 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~~We are ~~following~~dependent ~~table~~on ~~summarizes~~the continued availability of Frederico Figueira de Chaves, the ~~entities~~Company’s Chairman and director; John-Paul Backwell, the Company’s Chief Executive Officer and director; Carsten Kjems Falk, the Company’s Interim Chief Financial Officer and a director; and Sanjeeb Safir, the Company’s Chief Operating Officer and Managing Director Middle East; and the availability of new executives to ~~which~~implement our ~~executive~~business ~~officers~~plans. The market for skilled employees is highly competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and ~~director~~retain ~~currently~~the ~~have~~employees ~~fiduciary~~required ~~duties~~for us to be successful, there can be no assurance that we will be able to retain all our key employees or ~~contractual~~a ~~obligations:~~sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

Individual(1)	Entity(2)	Affiliation
Nicolas Link	ILUS QIND DRCR CGRA SAML	Director & CEO Director Director Director Director
John-Paul Backwell	QIND HTOO	CEO CEO & Director
Louise Bennett	ILUS QIND	COO COO
Krishnan Krishnamoorthy	ILUS QIND	CFO CFO

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.

~~(1)~~Our Articles ~~Each~~of ~~person~~Incorporation ~~has~~contain aprovisions ~~fiduciary~~that ~~duty~~eliminate the liability of our directors for monetary damages to the Company and shareholders. Our bylaws also require us to indemnify our officers and directors. We may also have contractual indemnification obligations under our agreements with ~~respect~~our directors, officers, and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the ~~listed~~cost ~~entities~~of ~~next~~settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting costs may also discourage us from bringing a lawsuit against directors, officers, and employees for breaches of their ~~respective~~fiduciary ~~names~~duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers, and employees even though such actions, if successful, might otherwise benefit the Company and shareholders.

~~(2)~~Certain officers ~~Each of the entities listed by trading symbol in this table has priority~~ and ~~preference~~directors ~~relative~~have toother ~~our~~business ~~company~~activities ~~with~~which ~~respect~~might tocause ~~the~~conflicts ~~performance by each individual listed in this table~~ of ~~his obligations and the presentation by each such individual of business opportunities~~interest.

WePart of ~~cannot~~our ~~provide~~management ~~assurances~~and ~~that~~board also serve on the management and board of Fusion Fuel. Our Chairman, Frederico Figueira de Chaves, is also the Interim Chief Financial Officer and a director of Fusion Fuel. Our Chief Executive Officer, John-Paul Backwell, is also the Chief Executive Officer and a director of Fusion Fuel. Our Interim Chief Financial Officer, Carsten Kjems Falk, is also head of M&A of Fusion Fuel. As a result, these officers may not be able to work for our ~~efforts~~company on a full-time basis, or may be subject to ~~eliminate~~conflicts of interest, to the ~~potential~~extent ~~impact~~that the interest of Fusion Fuel and the Company may diverge. Our officers and directors may also face conflicts of interest impacting how funds are allocated between us and such affiliated entities. These competing interests could disrupt the focus of our key management and board. As a result, conflicts of interest ~~will~~may arise that can be ~~effective~~resolved only through exercise of such judgment as is consistent with each officer or director’s understanding of his or her fiduciary duties to our company. We are at risk that our officers and director will favor their other business interests over the needs of ~~our~~the ~~company~~Company. These competing business interests could interfere with our ability to implement our business plan successfully.

~~Our majority owner Fusion Fuel Green collectively owns a substantial amount of our voting stock.~~29

~~Collectively, Fusion Fuel Green owns or exercises~~Risks ~~voting~~Relating ~~and~~to ~~investment control of over 50% of~~ our ~~outstanding common stock and voting power in our Company. As a result, unless required by a stock exchange rule, investors may be prevented from affecting matters involving our Company, including:~~Securities

●We may ~~the~~conduct ~~composition~~offerings of our ~~Board~~equity ~~and,~~securities ~~through~~in ~~it,~~the ~~any determination with respect to our business direction and policies~~future, ~~including~~in ~~the~~which ~~appointment~~case ~~and~~your ~~removal~~proportionate ofinterest ~~officers;~~may ●become ~~any determination with respect to mergers or other business combinations; ● our acquisition or disposition of assets; and ● our corporate financing activities~~diluted.

~~Furthermore,~~We may ~~this~~be ~~concentration~~required ofto ~~voting~~conduct ~~power~~equity ~~could have~~offerings in the ~~effect~~future ofto ~~delaying,~~finance ~~deterring,~~our current projects or ~~preventing~~to afinance ~~change~~subsequent ofprojects ~~control~~that orwe ~~other~~decide to ~~business~~undertake. ~~combination~~If ~~that~~our ~~might~~common ~~otherwise~~stock beis ~~beneficial to~~issued ~~our~~in ~~stockholders.~~return ~~This~~for ~~significant~~additional ~~concentration~~funds, ofthe price per share ~~ownership~~could ~~may~~be ~~also~~lower ~~adversely~~than ~~affect~~that paid by our current shareholders but with the ~~trading~~aim ~~price~~to increase overall value for all shareholders. We anticipate continuing to rely on sales of our common stock ~~because~~ ~~investors~~in ~~may~~order ~~perceive~~to ~~disadvantages~~fund inour ~~owning~~business ~~stock~~operations. inIf awe ~~Company~~issue ~~that~~additional iscommon ~~controlled~~stock byor asecurities ~~small~~convertible ~~number~~into shares of ~~stockholders~~our common stock, your percentage interest in us could become diluted.

~~Risks~~Our common ~~Relating~~stock toprice ~~our~~may ~~Securities~~be volatile and could fluctuate, which could result in substantial losses for investors.

WeThe market ~~may~~price ~~conduct offerings~~ of our ~~equity~~common ~~securities~~stock has been volatile and could continue to be volatile and fluctuate in ~~the~~price ~~future,~~ in ~~which~~response ~~case~~to ~~your~~various ~~proportionate~~factors, many ~~interest~~of ~~may~~which ~~become~~are ~~diluted.~~beyond our control, including:

We● ~~may~~government beregulation; ~~required~~● tothe ~~conduct~~establishment ~~equity~~of ~~offerings~~partnerships; ~~in the~~● ~~future~~intellectual toproperty ~~finance~~disputes; ~~our~~● ~~current~~additions ~~projects~~ or todepartures ~~finance~~of ~~subsequent~~key ~~projects~~personnel; ~~that~~● wesales ~~decide~~of ~~to undertake. If~~ our common stock; ~~shares~~● ~~are issued~~our inability ~~return~~to ~~for~~integrate ~~additional~~operations, ~~funds~~technology, ~~the~~products, ~~price~~and ~~per~~services; ~~share~~● ~~could be lower than that paid by~~ our ~~current~~ability ~~shareholders but with the aim~~ to ~~increase~~execute ~~overall~~our ~~value~~business ~~for~~plan; ~~all~~● ~~shareholders.~~operating Weresults ~~anticipate~~below ~~continuing~~expectations; to● ~~rely~~loss ~~on equity sales~~ of ~~our~~any ~~common~~strategic ~~stock~~relationship; ~~shares~~● inindustry ~~order~~developments; ~~to fund~~● ~~our~~economic ~~business~~and ~~operations.~~other Ifexternal wefactors; ~~issue~~and ~~additional~~● ~~common~~period-to-period ~~stock~~fluctuations ~~shares~~in ~~or securities convertible into shares of~~ our ~~common~~financial ~~stock, your percentage interest in us could become diluted~~results.

~~Our~~In addition, ~~common~~the ~~stock~~securities markets have experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may bealso ~~volatile~~materially and ~~could~~adversely ~~fluctuate,~~affect ~~which could~~the ~~result~~market inprice ~~substantial~~of ~~losses~~our ~~for~~common ~~investors~~stock.

~~Our common stock is quoted on the OTC Markets under~~Sales ~~the~~of ~~symbol,~~a ~~“QIND”.~~substantial ~~During~~number ~~the~~of 30shares ~~trading days preceding December 31, 2024, the trading price~~ of our ~~shares~~common stock in the ~~OTC~~public ~~Market ranged from a minimum of $0.06 per share to a maximum of $0.075 per share. The~~ market, ~~price~~or ofthe ~~our~~perception ~~common~~that ~~has~~such ~~been~~sales ~~volatile~~could ~~and~~occur, could cause ~~continue~~our tostock ~~be volatile and fluctuate in~~ price ~~in response~~ to ~~various factors, many of which are beyond our control, including:~~fall.

●The market ~~government~~price ~~regulation~~ of our ~~Company~~common ~~and~~stock ~~operations.~~could ●decline ~~the~~significantly ~~establishment~~as a result of ~~partnerships.~~sales ●of ~~intellectual~~a ~~property~~large ~~disputes~~number of shares of our common stock. ●If our ~~additions~~existing stockholders sell, or ~~departures~~indicate ofan ~~key~~intention ~~personnel.~~to ●sell, ~~sales~~substantial amounts of our common stock. ●in ~~our~~the ~~ability~~public tomarket ~~integrate~~after the ~~operations,~~contractual ~~technology,~~and ~~products~~securities law restrictions on resale of such common stock lapse, ~~and~~or ~~services.~~after ●those ~~our~~shares ~~ability~~become registered for resale pursuant to ~~execute~~an ~~our~~effective ~~business~~registration ~~plan.~~statement, ●the ~~operating~~trading ~~results~~price ~~below~~of ~~expectations~~our common stock could decline. ●Any ~~loss~~sales of ~~any~~shares ~~strategic~~or ~~relationship.~~any ●perception in ~~industry~~the ~~developments.~~market ●that ~~economic~~such ~~and~~sales ~~other~~may ~~external~~occur ~~factors;~~could ~~and~~cause ●the ~~period-to-period~~trading ~~fluctuations~~price inof our ~~financial~~common ~~results~~stock to decline.

1930

~~In addition, the securities markets have from time-to-time~~The ~~experienced~~issuance ~~significant~~of ~~price~~shares ~~and~~of ~~volume~~our ~~fluctuations~~common ~~that~~stock ~~are~~upon ~~unrelated~~conversion toor ~~the~~exercise ~~operating performance~~ of ~~particular~~convertible ~~companies.~~notes, ~~These~~will ~~market fluctuations~~dilute ~~may~~ownership ~~also~~to ~~materially~~existing shareholders and ~~adversely~~may ~~affect~~cause ~~the~~our ~~market~~stock price ofto ~~our common stock~~fall.

~~Sales~~Any issuance of aadditional ~~substantial~~common ~~number~~stock by us in the future as a result of ~~shares~~the conversion or exercise of ~~our~~convertible ~~common~~notes ~~stock~~or indebt ~~the~~settlements ~~public~~would ~~market,~~result orin ~~the~~dilution ~~perception~~to ~~that~~our ~~such~~existing ~~sales~~shareholders. ~~could~~Such ~~occur,~~issuances could ~~cause~~be ~~our~~made ~~stock~~at a price that reflects a discount or a premium to ~~fall~~the then-current trading price of our common stock.

~~The market price of our common stock could decline~~Future ~~significantly~~issuance ~~as a result~~ of ~~sales~~additional ~~of a large number of~~ shares of ~~our~~ common stock. ~~If our existing stockholders sell,~~ and/or ~~indicate~~preferred ~~an intention to sell, substantial amounts of our common~~ stock incould ~~the~~dilute ~~public~~existing ~~market~~stockholders. ~~after~~We ~~the~~have ~~contractual~~ and ~~securities~~may ~~law~~issue ~~restrictions~~preferred ~~on resale of such common~~ stock ~~lapse,~~that orcould ~~after~~have ~~those~~rights ~~shares~~that ~~become~~are ~~registered~~preferential ~~for resale pursuant~~ to ~~an effective registration statement,~~ the ~~trading~~rights ~~price~~ of ~~our~~ common stock that could ~~decline.~~discourage Aspotentially ofbeneficially ~~December 31, 2024, a total of 126,642,689 shares of our common stock were outstanding.~~transactions ~~Of those shares, 48,330,356 were without restriction in the public market. Upon the effectiveness of any registration statement, we could elect~~ to ~~file with respect to any outstanding shares of common stock, any sales of those shares or any perception in the market that such sales may occur could cause the trading price of~~ our common ~~stock to decline~~stockholders.

~~The~~Pursuant to ~~Issuance~~our Articles of Incorporation, we currently have authorized 450,000,000 shares of ~~our~~common stock and 1,000,000 shares of preferred stock. Our Board of Directors has the ability to issue additional shares of common stock ~~upon~~in ~~conversion~~the orfuture ~~exercise~~for such consideration as the Board of Directors may consider sufficient. The issuance of ~~convertible~~any ~~notes~~additional securities could, ~~will~~among ~~dilute~~other things, result in dilution of the percentage ownership toof ~~existing~~our ~~shareholders~~stockholders ~~and~~at ~~may~~the ~~cause~~time of issuance, result in dilution of our ~~stock~~earnings per share and adversely affect the prevailing market price tofor ~~fall~~our common stock.

~~Any~~ An issuance of ~~additional~~shares ~~common~~of preferred stock bycould usresult in ~~the future as~~ a ~~result~~class of ~~the~~outstanding ~~conversion~~securities orthat ~~exercise~~would ofhave ~~convertible~~preferences ~~notes~~with orrespect ~~debt~~to ~~settlements~~voting rights ~~would~~and ~~result~~dividends and in ~~dilution~~liquidation toover our ~~existing~~common ~~shareholders. Such~~stock ~~issuances~~and could, beupon ~~made~~conversion ~~at a price that reflects a discount~~ or aotherwise, ~~premium~~have toall of the ~~then-current~~rights ~~trading price~~ of our common stock. ~~Moreover, the~~Our ~~perception~~Board inof ~~the~~Directors’ ~~public~~authority ~~market~~to ~~that~~issue ~~shareholders~~preferred ~~might~~stock ~~sell~~could ~~shares~~discourage ofpotential ~~our~~takeover ~~stock~~attempts or ~~that we~~ could delay ~~make~~or prevent a ~~significant~~change ~~issuance of additional common stock~~ in ~~the~~control ~~future~~through ~~could~~merger, ~~depress~~tender ~~the~~offer, ~~market~~proxy ~~for~~contest ~~our shares. These sales,~~ or ~~the~~otherwise ~~perception~~by ~~that~~making these ~~sales~~attempts ~~might~~more ~~occur, could~~difficult ~~depress the market price of our common stock,~~ or ~~make~~costly itto ~~more~~achieve. ~~difficult~~The ~~for~~issuance usof topreferred ~~sell~~stock ~~equity~~could ~~securities~~impair in the ~~future~~voting, atdividend, ~~a time~~ and ~~at a~~liquidation ~~price~~rights ~~that~~of wecommon ~~deem~~stockholders without ~~appropriate~~their approval.

We have ~~issued~~never ~~shares~~declared of our common stock, as well as other securities such as convertible notes, which are convertible into shares of our common stock, in financing transactions that are deemed to be “restricted securities,” as that term is defined in Rule 144 promulgated under the Securities Act. From time to time, certain of our shareholders or ~~derivative~~paid ~~security~~any ~~holders~~cash ~~may~~dividends ~~be eligible to sell all~~ or ~~some~~distributions ofon ~~their~~our ~~restricted~~capital ~~shares of common~~ stock ~~by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations~~. ~~The resale pursuant to Rule 144 of shares acquired from us in private transactions could cause our stock price to decline significantly.~~

~~Future~~We have ~~issuance~~never ofdeclared ~~additional~~or ~~shares~~paid ofany ~~common~~cash ~~stock~~dividends ~~and/~~or ~~preferred stock~~distributions ~~could~~on ~~dilute~~our ~~existing~~capital ~~stockholders~~stock. WeWhile ~~have~~we ~~and~~ may ~~issue~~not ~~preferred~~anticipate ~~stock~~paying ~~that~~a ~~could~~dividend ~~have~~in the ~~rights~~short-term ~~that~~and ~~are~~we ~~preferential~~currently intend to ~~the~~retain ~~rights of~~short-term ~~common~~earnings ~~stock~~for ~~that~~growth, ~~could~~we ~~discourage~~may ~~potentially~~do ~~beneficially~~so ~~transactions~~in tothe ~~our~~medium ~~common~~to ~~stockholders~~long-term future.

~~Pursuant to our Articles of Incorporation, we currently~~The ~~have authorized 200~~declaration,~~000,000~~ ~~shares~~payment ~~of common stock~~ and ~~1,000,000~~amount ~~shares~~ of ~~preferred~~any ~~stock.~~future ~~Our~~dividends ~~board~~will ofbe ~~directors~~made ~~has~~at the ~~ability~~discretion ~~to issue~~of ~~additional~~the ~~shares~~Board of ~~common~~Directors, ~~stock~~and inwill ~~the~~depend ~~future~~upon, among ~~for~~other ~~such~~things, ~~consideration as~~ the ~~board~~results of ~~directors~~our ~~may~~operations, ~~consider~~cash ~~sufficient.~~flows ~~The~~and ~~issuance of~~financial ~~any~~condition, ~~additional~~operating ~~securities~~and ~~could~~capital requirements, ~~among~~and other factors ~~things,~~as ~~result~~the inBoard ~~dilution~~ of ~~the~~Directors ~~percentage~~considers ~~ownership~~relevant. ofThere ~~our~~is ~~stockholders~~no atassurance ~~the~~that ~~time of~~future ~~issuance,~~dividends ~~result~~will inbe ~~dilution~~paid, ofand, ~~our~~if ~~earnings~~dividends ~~per~~are paid, ~~share~~there ~~and~~is ~~adversely~~no ~~affect~~assurance ~~the~~with ~~prevailing~~respect ~~market~~to ~~price~~the ~~for~~amount ~~our~~of ~~common~~any ~~stock~~such dividend.

AnWe may ~~issuance~~become ofinvolved ~~shares of preferred stock could result~~ in asecurities class ofaction ~~outstanding~~litigation ~~securities~~ that ~~would have preferences with respect to voting rights and dividends and in liquidation over our common stock and~~ could, ~~upon~~divert ~~conversion or otherwise, have all of the rights of our common stock. Our Board of Directors~~management’s ~~authority to~~attention issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger, tender offer, proxy contest or otherwise by making these attempts more difficult or costly to achieve. The issuance of preferred stock could impair the voting, dividend, and ~~liquidation~~harm ~~rights~~our ~~of common stockholders without their approval~~business.

WeThe stock market in general has experienced extreme price and volume fluctuations. These fluctuations have ~~never~~often ~~declared~~been unrelated or ~~paid~~disproportionate to ~~any~~the ~~cash~~operating ~~dividends~~performance orof ~~distributions~~the companies involved. If these fluctuations occur in the future, the market price of our shares could onfall regardless of our ~~capital~~operating ~~stock~~performance. In the past, following periods of volatility in the market price of a particular company’s securities, securities class action litigation has often been brought against that company. If the market price or volume of our shares suffers extreme fluctuations, then we may become involved in this type of litigation, which would be expensive and divert management’s attention and resources from managing our business.

WeAs a ~~have~~public ~~never~~company, ~~declared~~we ormay ~~paid~~also ~~any~~from ~~cash~~time ~~dividends or~~to ~~distributions~~time onmake ~~our~~forward-looking ~~capital~~statements ~~stock.~~about ~~While~~future weoperating ~~may~~results ~~not~~and ~~anticipate~~provide ~~paying~~some afinancial guidance ~~dividend~~to in the ~~short-term~~public ~~and~~markets. weProjections ~~currently~~may ~~intend~~not tobe ~~retain short-term~~timely ~~earnings~~made ~~for~~and ~~growth,~~set weat ~~may~~expected doperformance solevels inand ~~the~~could ~~medium~~affect tothe ~~long-term~~price of ~~future~~our shares.

The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.31

We are ~~may~~an ~~become~~“emerging ~~involved~~growth incompany,” ~~securities~~and ~~class~~we ~~action~~cannot ~~litigation~~be ~~that could~~certain ~~divert~~if ~~management’s~~the ~~attention~~reduced reporting and ~~harm~~disclosure requirements applicable to emerging growth companies will make our ~~business~~common stock less attractive to investors.

~~The~~We are ~~stock~~an ~~market~~“emerging ingrowth ~~general~~company,” ~~has~~as ~~experienced~~defined ~~extreme price~~in the JOBS Act, and ~~volume~~we ~~fluctuations.~~may ~~These~~take ~~fluctuations~~advantage ~~have~~of ~~often~~certain ~~been~~exemptions ~~unrelated~~from orreporting requirements ~~disproportionate~~that are applicable to ~~the~~other ~~operating~~public ~~performance~~companies ofthat ~~the~~are not “emerging growth companies,” including the auditor ~~involved.~~attestation Ifrequirements ~~these~~of ~~fluctuations~~Section ~~occur~~404, reduced disclosure obligations regarding executive compensation in ~~the~~our ~~future~~periodic reports and proxy statements, ~~the~~and ~~market~~exemptions ~~price~~from the requirements of ~~our~~holding ~~shares~~a ~~could~~non-binding ~~fall~~advisory ~~regardless~~vote on executive compensation and stockholder approval of ~~our~~any ~~operating~~golden ~~performance~~parachute payments not previously approved. In Pursuant to Section 107 of the ~~past~~JOBS Act, ~~following~~as ~~periods~~an ofemerging ~~volatility~~growth incompany, we have elected to use the ~~market~~extended ~~price~~transition ofperiod afor ~~particular~~complying ~~company’s~~with ~~securities,~~new ~~securities~~or ~~class~~revised ~~action~~accounting ~~litigation has~~standards ~~often~~until ~~been~~those ~~brought~~standards ~~against~~would otherwise ~~that~~apply ~~company~~to private companies. IfAs a result, our financial statements may not be comparable to the ~~market~~financial ~~price~~statements of issuers who are required to comply with the effective dates for new or ~~volume~~revised ofaccounting standards that are applicable to public companies, which may make our ~~shares~~common ~~suffers~~stock ~~extreme~~less ~~fluctuations~~attractive to investors. In addition, ~~then~~if we ~~may~~cease ~~become involved~~to inbe ~~this~~an ~~type~~emerging ofgrowth ~~litigation~~company, ~~which~~we ~~would~~will no longer be ~~expensive~~able ~~and~~to ~~divert~~use ~~management’s~~the ~~attention~~extended ~~and~~transition ~~resources~~period ~~from~~for ~~managing~~complying ~~our business~~with new or revised accounting standards.

AsWe will aremain ~~public~~an emerging growth company, weuntil ~~may~~the ~~also~~earliest ~~from~~of: ~~time~~(1) tothe ~~time make~~last ~~forward-looking~~day ~~statements~~of ~~about~~the ~~future~~fiscal ~~operating~~year ~~results~~following ~~and~~the ~~provide~~fifth ~~some~~anniversary ~~financial~~of the ~~guidance~~first sale of our common stock pursuant to an effective registration statement; (2) the ~~public~~last ~~markets~~day of the first fiscal year in which our annual gross revenue is $1.235 ~~Projections~~billion or more; (3) the date on which we have, during the previous rolling three-year period, issued ~~may~~more ~~not~~than be$1 ~~timely~~billion ~~made~~in non-convertible debt securities; and ~~set~~(4) atthe ~~expected~~date ~~performance~~on ~~levels~~which ~~and~~we ~~could~~are ~~affect~~deemed to be a “large accelerated filer” under the ~~price~~rules of ~~our~~the ~~shares~~SEC.

20We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. For example, if we do not adopt a new or revised accounting standard, our future results of operations may not be comparable to the results of operations of certain other companies in our industry that adopted such standards. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock, and our stock price may be more volatile.

~~Risk~~ITEM 1B. ~~Related~~UNRESOLVED toSTAFF ~~COVID-19~~COMMENTS

~~Our business and future operations may be adversely affected by epidemics~~Not ~~and pandemics, such as the COVID-19 outbreak~~applicable.

~~We may face risks related to health epidemics and~~ITEM pandemics or other outbreaks of communicable diseases, which could result in a widespread health crisis that could adversely affect general commercial activity and the economies and financial markets of the world1C. For example, the outbreak of COVID-19, which originated in China, was declared by the World Health Organization to be a “pandemic,” and spread across the globe. A health epidemic or pandemic or other outbreak of communicable diseases, such as the COVID-19 pandemic, poses the risk that we, or our current and potential business partners may be disrupted or prevented from conducting business activities for certain periods of time, the durations of which are uncertain, and may otherwise experience significant impairments of business activities, including due to operational shutdowns or suspensions that may be requested or mandated by national or local governmental authorities or self-imposed by us, our users or other business partners. While it is not possible at this time to estimate the full impact that COVID-19 could have on our business, potential users, or other potential business partners, the continued spread of COVID-19, the measures taken by the local and federal government, actions taken to protect employees, and the impact of the pandemic on various business activities could adversely affect our results of operations and financial condition. COVID-19 has not recently had any material impact on our operations, supply chain, liquidity, or capital resources. During the lockdowns we, however, saw significant shipping delays, consumer orders on hold due to budgetary restrictions as well as a slow-down in our planned acquisitions due to flight restrictions limiting on site due diligence. We have, as a mitigant to future COVID-19 outbreaks, increased our number of suppliers of raw materials to reduce the risk of production capabilities and order back-logs.CYBERSECURITY

~~General~~The Company ~~Risk~~recognizes ~~Factors~~that cybersecurity is integral to safeguarding our operations, intellectual property, customer data, and stakeholder trust. Our cybersecurity risk management processes are designed to proactively assess, identify, and mitigate material risks from cybersecurity threats, ensuring alignment with our overall enterprise risk management framework.

~~Our~~Risk Assessment ~~success depends on our executive management~~ and ~~other key personnel.~~Identification

~~Our future success depends to a significant degree~~We onconduct ~~the~~regular ~~skills,~~cybersecurity ~~experience~~risk ~~and~~assessments ~~efforts of its executive management and other key personnel and their ability~~ to ~~provide~~identify uspotential ~~with~~vulnerabilities ~~uninterrupted leadership~~across ~~and~~our ~~direction.~~information ~~The~~systems, ~~loss~~manufacturing ~~of the services of any of the executive officers or a failure to provide adequate succession plans~~platforms, ~~for key personnel could have an adverse impact on us. The availability of highly qualified talent is limited~~ and ~~the~~third-party ~~competition for talent is robust~~integrations. ~~However,~~We weprioritize ~~provide~~risks ~~long-term~~based ~~equity~~on ~~awards~~their ~~and~~potential ~~certain~~impact ~~other benefits for our executive officers which provides incentives for them~~ to ~~make a commitment to us. Our future success will depend on~~ our ~~ability~~financial ~~to have adequate succession plans in place and to attract~~condition, ~~retain~~ ~~and~~operational ~~develop qualified personnel. A failure to efficiently replace executive management members and other key personnel and to attract~~continuity, ~~retain~~ and ~~develop new qualified personnel could have an adverse effect on our operations and implementation of our strategic plan~~reputation.

~~Challenges with respect to labor availability could negatively impact~~Risk ~~our~~Management ~~ability to operate or grow the business.~~Processes

Our ~~success depends in part on the ability of its~~ ~~businesses~~cybersecurity tostrategy ~~proactively~~integrates ~~attract,~~multiple ~~motivate,~~layers and retain a qualified and highly skilled workforce in an intensely competitive labor market. A failure to attract, motivate and retain highly skilled personnel could adversely affect our operating results or our ability to operate or grow the business. Additionally, any labor stoppages or labor disruptions, including due to geopolitical unrest, unfavorable economic or industry conditions, catastrophic weather events, natural disasters or the occurrence of adefense ~~contagious disease or illness could adversely affect our operating results or its ability~~ to ~~operate~~manage oridentified ~~grow the business.~~risks:

● Preventive Controls: We ~~are~~deploy anadvanced ~~“emerging~~firewalls, ~~growth~~endpoint ~~company~~protection,” and weintrusion ~~cannot~~detection ~~be certain~~systems ifto ~~the~~secure ~~reduced~~our ~~reporting~~network infrastructure. Multi-factor authentication and ~~disclosure~~encryption ~~requirements~~are ~~applicable~~enforced toacross ~~emerging~~critical ~~growth~~systems ~~companies~~and ~~will~~data ~~make~~repositories. ● Monitoring and Detection: Continuous monitoring of our ~~common~~IT ~~stock~~environment ~~less~~is ~~attractive to~~facilitated ~~investors~~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.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make our common stock less attractive to investors. In addition, if we cease to be an emerging growth company, we will no longer be able to use the extended transition period for complying with new or revised accounting standards.32

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of our listing; (2) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (3) the date on which we have, during the previous rolling threeThird-~~year~~Party ~~period,~~Risk ~~issued more than $1 billion in non-convertible debt securities; and (4) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC.~~Management

We ~~cannot predict if investors will find our common~~ ~~stock less attractive if we choose to~~ rely on ~~these~~third-party ~~exemptions.~~vendors ~~For~~for ~~example, if we do not adopt a new or revised accounting standard, our future results of operations may not be comparable to the results of operations of~~ certain ~~other~~operational ~~companies~~and inIT ~~our industry that adopted such standards~~services. IfTo ~~some~~mitigate ~~investors~~risks ~~find~~associated ~~our~~with ~~common~~these ~~stock less attractive as a result~~partnerships, ~~there~~we ~~may be~~ implement a ~~less~~vendor ~~active~~risk ~~trading~~management ~~market~~program ~~for~~that ~~our common stock, and our stock price may be more volatile.~~includes:

~~ITEM~~● 1BDue diligence reviews of vendors’ cybersecurity policies and practices prior to engagement. ~~UNRESOLVED~~● ~~STAFF~~Contractual ~~COMMENTS~~requirements for vendors to maintain robust security controls and report incidents promptly.

~~This information is not required for smaller reporting~~Cybersecurity ~~companies.~~Governance

~~ITEM~~Board ~~1C.~~Oversight ~~CYBERSECURITY RISK MANAGEMENT, STRATEGY, GOVERNANCE, AND INCIDENT DISCLOSURE~~

~~Quality~~The ~~Industrial~~Board ~~Corp~~of ~~recognizes~~Directors ~~that~~exercises oversight of cybersecurity risks, which is ~~integral~~responsible tofor ~~safeguarding~~reviewing and monitoring our ~~operations,~~cybersecurity ~~intellectual~~strategy and ~~property,~~risk ~~customer~~management ~~data~~practices. The Board of Directors receives quarterly briefings from the Chief Operating Officer on emerging threats, incident trends, and ~~stakeholder trust.~~the ~~Our~~effectiveness of our cybersecurity ~~risk~~program. ~~management~~These ~~processes~~briefings ~~are~~include ~~designed~~updates toon ~~proactively~~risk ~~assess~~assessments, ~~identify~~third-party audits, and ~~mitigate~~compliance ~~material~~with ~~risks~~regulatory ~~from~~requirements, such as the SEC’s cybersecurity disclosure rules. The Board is informed annually ~~threats,~~on ~~ensuring~~cybersecurity ~~alignment~~matters ~~with~~or ~~our~~as ~~overall~~needed ~~enterprise~~in ~~risk~~the ~~management~~event ~~framework~~of a significant incident.

~~Risk~~Management’s ~~Assessment and Identification~~Role

WeManagement ~~conduct~~plays ~~regular~~a ~~cybersecurity~~critical ~~risk~~role ~~assessments~~in toassessing ~~identify potential vulnerabilities across our information systems, manufacturing platforms,~~ and ~~third-party~~managing ~~integrations.~~material Wecybersecurity ~~prioritize~~ risks. ~~based~~Key onresponsibilities ~~their~~are ~~potential~~assigned ~~impact~~as ~~to our financial condition, operational continuity, and reputation.~~follows:

Risk Management Processes

	●	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

~~Our~~The ~~cybersecurity~~Chief ~~strategy~~Operating ~~integrates~~Officer ~~multiple~~provides ~~layers~~updates to the Chief Executive Officer and escalates material issues to the Board of ~~defense~~Directors as needed. Management’s expertise is further enhanced through ongoing professional development and participation in industry forums to ~~manage~~stay abreast ~~identified~~of ~~risks:~~evolving threats.

~~● Preventive Controls: We deploy advanced firewalls, endpoint protection, and intrusion detection systems to secure our network infrastructure~~ITEM 2. 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.PROPERTIES

21The Company has a virtual office at 505 Montgomery Street in San Francisco, California. The cost per month is $115 and is renewed annually.

~~Third-Party~~Set forth ~~Risk~~in ~~Management~~the table below is information regarding Al Shola Gas’ leased facilities, including the lease term, respective square foot sizes, and annual rent amounts.

Quality Industrial Corp relies on third-party vendors for certain operational and IT services. To mitigate risks associated with these partnerships, we implement a vendor risk management program that includes:

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

●*Lease starting ~~Due~~period ~~diligence~~from ~~reviews~~January of7, ~~vendors’~~2026, ~~cybersecurity policies~~ and ~~practices~~included ~~prior to engagement. ● Contractual requirements~~ for ~~vendors~~disclosure ~~to maintain robust security controls and report incidents promptly~~purposes.

~~Material Impact of Cybersecurity Risks~~33

~~Cybersecurity~~Rent and ~~threats~~other ~~have~~lease expenses under certain of the ~~potential~~above tolease ~~disrupt~~agreements may be paid by Al Shola Al Modea Safety and Security LLC (“Al ~~manufacturing~~Shola ~~operations,~~Al ~~compromise~~Modea ~~sensitive~~Safety ~~data~~and Security”), ora ~~lead~~company toowned ~~regulatory~~by ~~penalties.~~certain ~~Our~~minority ~~proactive~~shareholders ~~risk~~of ~~management~~Al ~~processes~~Shola ~~are~~Gas. ~~designed~~Such payments have generally tobeen ~~minimize~~made on the ~~likelihood~~basis ~~and~~of ~~impact~~the extent of ~~such~~the ~~events.~~use Asof ~~described~~Al ~~below,~~Shola weGas’ ~~did~~leased ~~not~~properties ~~experience~~by ~~cybersecurity~~the ~~incidents~~employees of Al Shola Al Modea Safety and Security. This arrangement has not been reflected in a written sublease or other agreement between Al Shola Gas or the ~~fiscal~~Company and ~~year~~Al ~~ended~~Shola ~~December~~Al ~~31,~~Modea ~~2024~~Safety and Security. Use of Al Shola Gas’ leased properties by Al Shola Al Modea Safety and Security has been at the discretion of Al Shola Gas and is subject to Al Shola Gas’ rights under its lease agreements.

~~Cybersecurity~~Rent expenses ~~Governance~~for the fiscal year ended December 31, 2025, amounted to the following:

Board Oversight

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

~~The~~ITEM ~~Board of Directors exercises oversight of cybersecurity risks through its Audit Committee, which is responsible for reviewing and monitoring our cybersecurity strategy and risk management practices~~3. ~~The~~LEGAL Audit Committee receives quarterly briefings from the Chief Operations Officer (COO) on emerging threats, incident trends, and the effectiveness of our cybersecurity program. These briefings include updates on risk assessments, third-party audits, and compliance with regulatory requirements, such as the SEC’s cybersecurity disclosure rules. The Board is informed annually on cybersecurity matters or as needed in the event of a significant incident.PROCEEDINGS

~~Management’s~~From time ~~Role~~to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not currently aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results.

~~Management~~Settlement ~~plays a critical role in assessing~~ and ~~managing~~Release ~~material~~Agreement ~~cybersecurity~~with ~~risks.~~Lucosky ~~Key responsibilities are assigned as follows:~~Brookman

	●	Chief Operations Officer (COO): The COO, reporting to the Chief Executive Officer (CEO), leads the development and implementation of our cybersecurity strategy. With over 15 years of experience in cybersecurity the COO 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

In September 2025, the Company entered into a Settlement and Release Agreement (the “Lucosky Settlement Agreement”) with Lucosky Brookman LLP (“Lucosky Brookman”), the Company’s former legal counsel, to resolve an outstanding obligation of approximately $568,706. Under the terms of the Lucosky Settlement Agreement, the Company agreed to pay a total settlement amount of $250,000 in five equal monthly installments of $50,000, due monthly from September 2025 through January 2026. Upon receipt of the full settlement amount, the parties agreed to exchange mutual general releases of all claims. If the Company failed to pay the full settlement amount by January 31, 2026, Lucosky Brookman retains the right to seek collection of the full outstanding balance, less amounts previously paid. As of March 31, 2026, the Company had not paid the full settlement amount and owed $125,000 to Lucosky Brookman.

~~The~~ITEM ~~COO provides updates to the CEO and escalates material issues to the Audit Committee as needed~~4. ~~Management’s~~MINE ~~expertise~~SAFETY ~~is further enhanced through ongoing professional development and participation in industry forums to stay abreast of evolving threats.~~DISCLOSURES

~~Incident~~Not ~~Disclosure~~applicable.

Quality Industrial Corp is committed to timely and transparent disclosure of material cybersecurity incidents as required by SEC regulations. In the fiscal year ended December 31, 2024, we did not experience any cybersecurity incidents.34

~~ITEM 2. PROPERTIES~~PART II

~~Quality Industrial Corp~~ITEM 5. ~~has~~MARKET aFOR ~~virtual~~REGISTRANT’S ~~office~~COMMON ~~at 505 Montgomery Street~~EQUITY, ~~94104,~~RELATED ~~San~~STOCKHOLDER ~~Francisco,~~MATTERS ~~CA,~~AND ~~USA.~~ISSUER ~~The~~PURCHASES ~~cost~~OF ~~per~~EQUITY ~~month is $115 and is renewed annually~~SECURITIES.

~~Al Shola Gas LLC leases~~Market facilities for a term of up to 1 year at the addresses. Set in the table below with the square feet sizes and monthly leasing prices as indicated per facility. In total, ASG leases properties exceeding 17,000 square feet.Information

Location	Lease Term	Area SqFt	Annual Rent in USD (3.67 AED)
Office at Hamsah building, O/112, Zabeel road, Dubai, U.A.E.	1 Year	1,222	$	25,723
Warehouse No. 19, Baghdad Street, Al Qusais Industrial Area 2, Al Qusais, Dubai, U.A.E.	1 Year	6,400	$	7,115
Warehouse Plot No: 987-1006, Al Layan 1, DIC, Dubai, U.A.E.	1 Year	10,010	$	30,518
Employee accommodation 17 units Plot No: 438-0, Muhaisanah second, DIC, Dubai, U.A.E.	1 Year	2,928		94,496
Total		20,550	$	157,852

Our common stock is quoted on the OTC ID tier operated by the OTC Markets Group, Inc. under the symbol “QIND”. Any over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. There can be no assurance that a significant active trading market in our common stock will develop, or if such a market develops, that it will be sustained.

~~The lease for Al Shola Gas LLC is shared with the sister company AL Shola Al Modea Safety and Security LLC. The Rent expenses for the period ended December 31, 2024, amounted to:~~Holders

Expense		Amount in USD
Office Rent Expenses		25,723
Warehouse/Store Rent Expenses		15,457
Labor Accommodation Rent Expenses		72,937
Total	$	114,117

As of March 31, 2026, there were 288 holders of record of our common stock, which does not include holders whose shares are held in nominee or “street name” accounts through banks, brokers or other financial institutions.

~~ITEM 3. LEGAL PROCEEDINGS~~Dividends

~~We may from time to time be involved in various claims~~The ~~and~~Company ~~legal~~has ~~proceedings~~not ofpaid aany ~~nature~~cash wedividends ~~believe are normal and incidental~~ to ~~our~~date ~~business. These matters may include product liability, intellectual property, employment, personal injury caused by our employees,~~ and ~~other~~does ~~general claims. Aside from the following, we are~~ not ~~presently a~~anticipate ~~party~~or tocontemplate paying any ~~legal~~dividends ~~proceedings that,~~ in the ~~opinion~~foreseeable ~~of our management, are likely to have a material adverse effect on our business~~future. ~~Regardless~~It ofis ~~outcome,~~the ~~litigation~~present ~~can~~intention ~~have an adverse impact on us because~~ of ~~defense and settlement costs, diversion of~~ management ~~resources and~~to ~~other~~utilize ~~factors.~~all Weavailable ~~currently~~funds ~~have~~for nothe ~~legal~~growth ~~proceedings~~of ~~ongoing~~our ~~or pending for the Company~~business.

~~ITEM~~Securities Authorized 4.for ~~MINE~~Issuance ~~SAFETY~~Under ~~DISCLOSURES~~Equity Compensation Plans

~~Not~~No securities ~~applicable~~were authorized for issuance under compensation plans (including individual compensation arrangements) under which equity securities of the Company were authorized for issuance as of December 31, 2025.

22Recent Sales of Unregistered Securities

~~PART~~On January II10, 2025, the Company issued the following 600,962 shares of common stock to 1800 DIAGONAL LENDING LLC for the conversion of $20,000 of principal under a convertible note dated July 3, 2024 (the “July 3, 2024 Note”).

~~ITEM~~On January 5.13, ~~MARKET~~2025, ~~FOR~~the ~~REGISTRANT’S~~Company ~~COMMON~~issued ~~EQUITY~~818,331 ~~RELATED~~shares ~~STOCKHOLDER~~of ~~MATTERS~~common ~~AND~~stock ~~ISSUER~~to ~~PURCHASES~~1800 OFDIAGONAL ~~EQUITY~~LENDING ~~SECURITIES~~LLC for the conversion of $25,000 of principal under the July 3, 2024 Note.

~~Market~~On January ~~Information~~17, 2025, the Company issued 1,024,590 shares of common stock to 1800 DIAGONAL LENDING LLC for the conversion of $25,000 of principal under the July 3, 2024 Note.

~~Our common stock is quoted on the OTC Markets under~~On ~~the~~January ~~symbol~~27, ~~“QIND”~~2025, ~~and has been quoted on~~ the ~~OTC~~Company ~~since~~issued ~~October 16~~1, ~~2018. Previously~~678,321 ~~our~~shares of common stock ~~was~~to ~~quoted~~1800 onDIAGONAL ~~the~~LENDING ~~OTC Markets,~~LLC ~~under~~for the ~~symbol~~conversion ~~“WSFT.”~~of ~~There~~$30,000 isof ~~currently limited liquid trading market for our common stock. There can be no assurance~~principal ~~that~~under athe ~~significant~~July ~~active trading market in our common stock will develop~~3, or2024 ~~if such a market develops, that it will be sustained~~Note.

~~Holders~~On January 29, 2025, the Company issued 2,482,269 shares of common stock to 1800 DIAGONAL LENDING LLC for the conversion of $35,000 of principal under the July 3, 2024 Note.

AsOn January ~~of December 31~~30, ~~2024~~2025, wethe ~~had~~Company ~~290~~issued ~~shareholders~~2,836,879 shares of common stock ~~per~~to ~~our~~1800 ~~transfer~~DIAGONAL ~~agent’s~~LENDING ~~shareholder~~LLC ~~list~~for $40,000, ~~with~~for ~~others~~part ~~held~~conversion inof the ~~street~~July ~~name~~3, 2024 Note.

~~Dividends~~On February 3, 2025, the Company issued 2,994,289 shares of common stock to 1800 DIAGONAL LENDING LLC for the conversion of $38,925.77 of principal under the July 3, 2024 Note. There was no balance due remaining under the July 3, 2024 Note after this conversion.

~~The~~On March ~~Company~~27, ~~has~~2025, ~~not~~the ~~paid~~Company ~~any~~issued ~~cash~~1,351,351 ~~dividends~~shares toof ~~date and~~common ~~does~~stock ~~not~~to ~~anticipate~~1800 orDIAGONAL ~~contemplate~~LENDING ~~paying~~LLC ~~any~~for ~~dividends in~~ the ~~foreseeable~~conversion ~~future.~~of It$15,000 isof ~~the~~principal under ~~present~~a ~~intention~~convertible ofnote ~~management~~dated toSeptember ~~utilize all~~25, ~~available~~2024 ~~funds for~~ (the ~~growth~~“DL ofSeptember ~~our~~25, ~~business~~2024 Note”).

~~Equity Compensation Plan Information~~35

WeOn April do27, ~~not~~2025, ~~currently~~the ~~have~~Company anissued ~~equity~~1,538,461 ~~compensation~~shares ~~plan~~of common stock to 1800 DIAGONAL LENDING LLC for the conversion of $20,000 of principal inunder ~~place~~the DL September 25, 2024 Note.

~~Common~~On April ~~and~~30, ~~Preferred~~2025, ~~Stock~~the Company issued 1,972,386 shares of common stock to 1800 DIAGONAL LENDING LLC for the conversion of $25,000 of principal under the DL September 25, 2024 Note.

~~The~~On May ~~Company’s~~1, ~~authorized~~2025, ~~capital~~the ~~stock~~Company ~~consists of~~issued ~~200~~2,~~000~~866,~~000~~698 shares of common stock ~~and~~to 11800 DIAGONAL LENDING LLC for the conversion of $30,000~~,000~~ ~~shares~~ of ~~preferred~~principal under ~~stock,~~the ~~par~~DL ~~value~~September ~~$0.001~~25, ~~per~~2024 ~~share~~Note.

AsOn May ~~of December 31~~6, ~~2024~~2025, ~~and~~the ~~December~~Company ~~31,~~issued ~~2023~~3, ~~there were 126~~959,~~642,689~~276 ~~and 127,129,694~~ shares of common stock ~~issued~~to ~~and~~1800 ~~outstanding~~DIAGONAL LENDING LLC for the conversion of $35,000 ~~respectively~~of principal under the DL September 25, 2024 Note.

AsOn May of6, ~~December~~2025, 31the Company issued 2,449,570 ~~2024~~shares of common stock to Jefferson Street Capital LLC (“Jefferson Street”) for the conversion of $8,794.98 of accrued and ~~December~~unpaid 31interest thereto, ~~2023~~$11,200.00 ~~there were~~in 0default principal and 0$1,500.00 ~~shares~~in offees, ~~Series~~totaling A$21,494.98 under ~~stock~~a ofconvertible ~~the~~note ~~Company~~dated ~~issued~~May ~~and outstanding~~23, ~~respectively~~2023.

AsOn May ~~of December 31~~13, ~~2024~~2025, ~~and~~the ~~December~~Company 31issued 7,644,749 ~~2023~~shares of common stock to 1800 DIAGONAL LENDING LLC for the conversion of $56,150.68 ~~there~~of principal ~~were~~under 20the DL September 25,~~000~~ ~~and~~2024 0Note. ~~shares~~There ofwas ~~Series~~no Bbalance ~~stock~~due ofremaining under the ~~Company~~September ~~issued~~25, ~~and~~2024 ~~outstanding,~~Note ~~respectively~~after this conversion.

~~Options~~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 ~~Warrants~~of conversion fees under a convertible note dated May 21, 2024.

InOn July ~~accordance~~22, ~~with~~2025, ~~ASC~~the ~~470~~Company issued 3,230,337 ~~warrants~~shares ~~have~~of ~~been~~our ~~classified as~~common astock ~~liability~~to Jefferson Street for the conversion of $21,500 of principal and ~~recorded~~$1,500 atof ~~their~~conversion ~~fair~~fees ~~market~~under ~~value~~a convertible note dated May 21, 2024.

~~On April 19, 2023, the Company issued a common share~~Pursuant ~~purchase warrant~~ to ~~Exchange~~a ~~Listing~~Stock ~~LLC (the “Exchange Common Share~~ Purchase ~~Warrant”). The holder is entitled~~Agreement, ~~upon~~dated ~~the terms~~as ~~and~~of ~~subject~~August to1, ~~the~~2025, ~~limitations~~between onFusion ~~exercise~~Fuel and the ~~conditions hereinafter set forth~~Company, atFusion ~~any~~Fuel ~~time~~acquired ~~on or after the date of issuance hereof~~2, ~~to purchase from the Company~~000, ~~200,~~000 shares of the Company’s common ~~shares~~stock ~~(whereby~~for ~~such~~an ~~number~~aggregate ~~may~~purchase ~~be adjusted from time to time pursuant to the terms and conditions of the Exchange Common Share Purchase Warrant) at the exercise~~ price of $~~0.58~~40, ~~per share then in effect~~000.

On October ~~May 23~~28, ~~2023~~2025, ~~the~~Fusion ~~Company~~Fuel ~~issued~~converted a1,900 ~~common~~shares ~~share purchase~~of ~~warrant~~Series toB ~~Jefferson~~Preferred ~~Street~~Stock ~~Capital~~into ~~LLC~~1,900,000 ~~(the~~shares ~~“Jefferson~~of ~~Common~~common ~~Share Purchase Warrant”)~~stock. The ~~holder is entitled,~~conversion ~~upon~~was ~~the~~effected ~~terms~~for ~~and~~no ~~subject~~cash ~~to the limitations on exercise and the conditions hereinafter set forth~~consideration, atin ~~any~~accordance ~~time~~with ~~on or after~~ the ~~date~~Certificate of ~~issuance~~ ~~hereof,~~Designation toof ~~purchase~~Series ~~from~~B ~~the~~Convertible ~~Company,~~Preferred ~~50,000~~Stock of the Company’s ~~common shares~~ (~~whereby such number may be adjusted from time to time pursuant to~~ the ~~terms~~“Series ~~and~~B ~~conditions~~Certificate of ~~the Jefferson Common Share Purchase Warrant~~Designation”) ~~at the exercise price of $3~~.~~50, per share then in effect.~~

~~Recent~~On December ~~Sales~~2, 2025, Fusion Fuel converted 9,600 shares of ~~Unregistered~~Series ~~Securities~~B Preferred Stock into 9,600,000 shares of common stock. The conversion was effected for no cash consideration, in accordance with the Series B Certificate of Designation.

~~From~~The sales ~~January~~and 1,issuances ~~2023,~~of tothe ~~December~~securities ~~31,~~described ~~2023,~~above wewere made pursuant to the ~~following~~exemptions from registration contained in Section 4(a)(2) ~~issuances:~~of the Securities Act or Regulation D under the Securities Act.

● On March 17, 2023, the Company issued to RB Capital Partners Inc. a two-year convertible promissory note in the principal amount of $200,000 (the “March 2023 Note”). The March 2023 Note bears interest at 7% per annum. The Company has the right to prepay the March 2023 Note at any time. All principal on the March 2023 Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to $1.00 per share. ● On May 4, 2023, the Company issued to Nicolas Link 2,750,000 shares of our common stock with a grant-date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract. ● On May 4, 2023, the Company issued to John-Paul Backwell 2,250,000 shares of our common stock with a grant-date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract. ● On May 4, 2023, the Company issued to Carsten Kjems Falk 2,250,000 shares of our common stock with a grant-date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract. ● On May 4, 2023, the Company issued to Krishnan Krishnamoorthy 2,250,000 shares of our common stock with a grant-date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract. ● On May 4, 2023, the Company issued to Louise Bennett 500,000 shares of our common stock with a grant-date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to her employee contract. ● On May 8, 2023, the Company issued to Exchange Listing LLC 1,543,256 shares of our common stock for $1,543 for consultancy services for the planned uplist to NASDAQ with a grant-date and fair value of the award, at $0.41 pursuant to a share purchase agreement signed on April 19, 2023. ● On June 1, 2023, the Company issued to Jefferson Street Capital LLC 150,000 shares of our common stock with a grant-date and fair value of the award as of May 23, 2023, at $0.60 pursuant to a share purchase agreement signed on May 23, 2023.36

23Purchases of Equity Securities

~~On June 16, 2023, the Company issued to Sky Holdings Ltd. A six-month convertible promissory note in the principal amount of $550,000.~~ The ~~Note bears interest at 7% per annum. The Company has the~~ ~~right~~following totable ~~prepay~~provides ~~the~~information ~~Note~~about atour ~~any~~repurchases ~~time. All principal on the Note is convertible into shares~~ of ~~our~~ common stock ~~after~~during ~~six months from issuance at~~ the ~~election~~three ofmonths ~~the~~ended ~~holder~~December ~~at a conversion price equal to $0.35 per share. On May 16~~31, ~~2024, the promissory note was amended to have a conversion price equal to $0.0375 per share~~2025:

● On July 26, 2023, 2023, the Company issued to Sky Holdings Ltd. 300,000 shares of our common stock with a grant-date and fair market value of the award as of June 16, 2023, at $0.42 pursuant to a share purchase agreement signed on June 16, 2023. ● On July 27, 2023, our Company borrowed the principal amount of $3,000,000 from Mahavir Investments Limited (the “Mahavir Loan”). The Mahavir Loan bears interest at 20% per annum and is payable in nine tranches. We have the right to prepay the Mahavir Loan at any time. The loan matures on April 30, 2024. ● On July 31, 2023, the Company issued to 1800 Diagonal Lending Ltd. A promissory note in the principal amount of $174,867 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $22,732. The Company will prepay the Diagonal Lending Note in nine monthly payments each in the amount of $21,955.45. The promissory note matures on February 28, 2024, with a total payback to the Holder of $197,599. All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. The note has been repaid In full. ● On August 15, 2023, the Company issued to 1800 Diagonal Lending Ltd. A promissory note in the principal amount of $118,367 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $15,387.71. The Company will prepay the Diagonal Lending Note in nine monthly payments each in the amount of $14,861.64. The promissory note matures on May 30, 2024, with a total payback to the Holder of $133,754.71 All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. ● On August 25, 2023, the Company issued to Artelliq Software Trading 6,410,971 shares of our common stock for $2,000,000 pursuant to a share purchase and buy back agreement signed on August 21, 2023. ● On September 15, 2023, the Company issued to Nicolas Link 2,000,000 shares of our common stock pursuant to his employee contract with a grant-date and fair market value of $0.27. ● On September 15, 2023, the Company issued to John-Paul Backwell 2,000,000 shares of our common stock, pursuant to his employee contract, with a grant-date and fair market value of $0.27. ● On September 15, 2023, the Company issued to Carsten Kjems Falk 1,250,000 shares of our common stock, pursuant to his employee contract, with a grant-date and fair market value of $0.27. ● On September 15, 2023, the Company issued to Louise Bennett 350,000 shares of our common stock, pursuant to her employee contract, with a grant-date and fair market value of $0.27. ● On December 20, 2023, the Company issued a two-year convertible promissory note in the principal amount of $100,000 to RB Capital Partners Inc. The Note bears interest at 10% per annum. The Company has the right to prepay the Note at any time. All principal on the Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to $1.00 per share. ● On December 20, 2023, the Company issued a one-year convertible promissory note in the principal amount of $100,000 to Sean Levi. The Note bear a minimum of Twenty percent (20%) interest which will be charged on the day the company receives the IPO funding, and thereafter Fifteen percent (15%) per annum will be charged. The Note is for a period of 1 year and cannot be converted until six (6) months from the date first written above has passed. All principal on the Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to the price of 25% of the listing price, or if the company does not uplist, at a 50% discount of the market price. ● On December 26, 2023, the Company issued to Jefferson Street Capital 241,758 shares of our common stock pursuant to a convertible note signed on May 23, 2023.

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		-		$	-			-	$	-

~~From~~(1) ~~January~~Pursuant 1to a Stock Purchase Agreement, ~~2024~~dated as of October 21, to2025, ~~December~~between 31the Company and Safeguard Investments LLC (“Safeguard Investments”), ~~2024~~the Company repurchased 1,500,000 weshares ~~made~~of the ~~following issuances:~~Company’s common stock from Safeguard Investments for an aggregate purchase price of $30,000.

~~On January 11, 2024, the Company~~ITEM issued 281,426 shares of our common stock to Jefferson Street Capital LLC for the conversion of $15,000 of principal and $1,500 of conversion fees, pursuant to a convertible note signed on May 23, 20236. [Reserved]

~~On January 19, 2024, the Company~~ITEM ~~issued~~7. ~~307,692~~MANAGEMENT’S ~~shares~~DISCUSSION ofAND ~~our~~ANALYSIS ~~common~~OF ~~stock~~FINANCIAL toCONDITION ~~Jefferson~~AND ~~Street~~RESULTS ~~Capital~~OF ~~LLC for the conversion of $15,000 of principal and $1,500 of conversion fees, pursuant to a convertible note signed on May 23, 2023.~~OPERATIONS

On February 15, 2024, the Company issued 307,692 shares of our common stock for the conversion of $15,000 of principal and $1,500 of conversion fees to Jefferson Street Capital LLC, pursuant to a convertible note signed on May 23, 2023.General

24The following discussion and analysis summarizes the significant factors affecting our operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with our financial statements and the related notes thereto included elsewhere in this report. The discussion contains forward-looking statements that are based on the beliefs of management, as well as assumptions made by, and information currently available to, management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly in the sections titled Part II. Item 1A. “Risk Factors” and “Introductory Notes – Cautionary Note Regarding Forward-Looking Statements”.

~~On April 26, 2024, we entered~~Factors ~~into~~Affecting anOur asset purchase agreement with Mr. Refer, the previous owner of the legacy business. Mr. Refer bought the intangible legacy assets of Wikisoft for a total consideration of 480,000 shares of common stocks to Quality Industrial Corp. (“QIND”) with a fair market value of $0.10 per common stock or $48,000. The shares were returned to the treasury. The legacy assets had no book value; therefore, we have recognized a gain of $48,000 related to this asset purchase.Performance

~~On April 30, 2024, the Company~~The ~~issued~~primary ~~150,000~~factors ~~fully~~affecting ~~vested shares of~~ our ~~common~~results ~~stock to Paul Keely for services with a fair market value~~ of ~~$13,125~~operations ~~based~~include onbut ~~the~~not ~~market price~~limited ~~of our stock on the date of grant~~to:

~~On May 7, 2024, the Company issued~~General ~~416,141~~Macroeconomic ~~shares of our common stock to Jefferson Street Capital LLC for the conversion of $15,000 of principal and $1,500 of conversion fees, pursuant to a convertible note signed on May 23, 2023.~~Conditions

OnOur business ~~May~~is ~~14,~~impacted ~~2024,~~by the ~~Company~~global ~~issued 500~~economic environment,~~000~~ ~~fully~~employment ~~vested~~levels, ~~shares~~consumer ofconfidence, ~~our~~government, ~~common~~and ~~stock~~municipal tospending. Global ~~John-Paul~~instability ~~Backwell~~in securities markets, ~~our~~the ~~CEO~~Russian invasion of Ukraine, ~~pursuant~~and towar ~~his~~in ~~employment~~the ~~contract~~Middle ~~with~~East aare ~~fair~~among ~~market~~other factors that can ~~value~~impact ofour ~~$36~~financial performance. In particular,~~500~~ ~~based~~changes onin the ~~market~~U.S. ~~price~~economic climate can impact the demand of our ~~stock~~products onrange. The industrial and manufacturing sectors are impacted by the ~~date~~overall economic environment as addressed in the risk factors. Tenders can be withdrawn and lead times for the manufacturing can be affected which can result in cancellation of ~~grant~~orders if not delivered on time.

~~On June 3, 2024, the Company issued~~Impact ~~500,000 commitment shares~~ of ~~our common stock to Jefferson Street Capital, pursuant to a convertible note signed on May 21, 2024, with a fair value of $24,179~~Acquisitions

OnA significant ~~June~~component 5,of ~~2024,~~our growth has been through the ~~Company~~acquisition ~~issued 884,365~~and ~~shares~~consolidation of our ~~common~~operating ~~stock~~companies toin ~~Jefferson~~our ~~Street~~targeted ~~Capital~~sectors. We ~~LLC~~typically ~~for~~incur ~~the~~upfront ~~conversion~~costs as we incorporate and integrate acquired businesses into our operating philosophy and operational excellence. This includes consolidation of ~~$25~~supplies and raw materials,~~000~~ ofoptimized ~~principal~~logistics and $1production processes,~~500~~ and sales synergies within the operating businesses with the aim to expand globally. The benefits of ~~conversion~~these integration efforts may not positively impact our financial ~~fees,~~results ~~pursuant~~instantly but is expected to ado ~~convertible~~so ~~note~~in ~~signed~~the onmedium ~~May~~to ~~20,~~long-term ~~2024~~future.

~~On June 13, 2024, the Company issued 3,009,680 shares of our~~Planned ~~common stock to Sky Holding Ltd. For the conversion of $77,000 of principal and $35,863 of accrued interest, pursuant to an amended convertible promissory note, signed on May 16, 2024.~~Developments

OnIn 2026, ~~July~~the 9Company expects to allocate resources to its majority-owned subsidiary, ~~2024~~Al Shola Gas, ~~the~~to ~~Company~~enhance ~~issued~~efficiency, boost sales, and ~~884~~positively influence their financial performance,~~365~~ ~~shares~~primarily ofthrough investment from our ~~common~~parent ~~stock~~company, Fusion Fuel. We plan to ~~Jefferson~~continue investing ~~Street~~in ~~Capital~~new ~~LLC~~vehicles for ~~the~~our ~~conversion~~subsidiary ofto ~~$25,000~~improve oftheir ~~principal~~bulk LPG supply capabilities and ~~$1,500~~increase ofour ~~conversion~~revenue. We expect that our ~~fees,~~revenue ~~pursuant~~and tooperating aexpenses ~~convertible~~will ~~note~~increase ~~signed~~as onwe ~~May~~implement ~~20,~~such ~~2024~~plans.

On August 9, 2024, the Company issued 884,365 shares of our common stock to Jefferson Street Capital LLC for the conversion of $25,000 of principal and $1,500 of conversion fees, pursuant to a convertible note signed on May 20, 2024.37

~~On September 9, 2024, the Company~~Write-offs ~~issued 1,000,000 fully vested shares~~ of ~~our~~Buyback ~~common~~Reserve ~~stock~~and toRelated-Party ~~Sanjeeb Safir, pursuant to his employment contract signed on September 2, 2024, with a fair market value of $65,000 based on the market price of our stock on the date of grant.~~Receivable

OnAs part ~~September~~of ~~13,~~management’s ~~2024~~ongoing assessment of asset recoverability, the Company reevaluated the accounting treatment of certain assets ~~issued~~arising ~~500~~from prior-period transactions,~~000~~ ~~fully~~including ~~vested~~(i) ~~shares~~a ofreserve ~~our~~(the ~~common~~“Buyback ~~stock~~Reserve” torecorded ~~Safeguard~~within ~~Investments~~other ~~LLC,~~current assets in connection with the issuance of shares of common stock pursuant to a ~~Consultancy~~certain ~~contract~~Share ~~signed~~Purchase onand Buyback Agreement, dated August 21, 312023, ~~2024~~among the Company, ~~with~~Artelliq aSoftware ~~fair~~Trading, ~~market~~Ilustrato, ~~value~~Saseendran ofKodapully ~~$31~~Ramakrishnan,~~000~~ ~~based~~and onQuality ~~the~~International ~~market~~Co ~~price~~Ltd FZC, and (ii) a related-party receivable associated with a purchase of ~~our~~a ~~stock~~certain onasset from the ~~date~~Company ofby ~~grant~~Ilustrato (the “Related-Party Receivable”).

OnWith respect ~~September~~to ~~21,~~the ~~2024~~Buyback Reserve, the Company ~~cancelled~~ ~~20,000,000~~determined ~~shares~~in offiscal ~~common~~year ~~stock~~2025 ~~issued~~that tothe ~~Ilustrato~~$2.0 ~~Pictures~~million ~~International~~balance, ~~Inc.~~no ~~The~~longer ~~shares~~represented ~~were~~an ~~reissued~~asset from towhich ~~Ilustrato~~future ~~Pictures International~~economic ~~Inc~~benefits were probable.as 20Accordingly,~~000~~ ~~series~~the BCompany ~~preferred~~recorded ~~stock~~a ~~converting~~non-cash atwrite-off ~~1:1000~~of $2.0 million in fiscal year 2025.

OnWith respect ~~September~~to 20the Related-Party Receivable, ~~2024~~management concluded that $1.5 million of the receivable, representing the ~~Company~~asset-purchase-related ~~issued~~balance, 2was not recoverable based on a reassessment of collectability. This conclusion was reached following management’s assessment of the recoverability of the receivable,~~500,000~~ ~~shares~~based on information available to the Company and its evaluation of ~~our~~the ~~common~~counterparty’s ability ~~stock~~to ~~with~~satisfy the obligation. As a ~~fair~~result, ~~market~~the ~~value~~Company ofrecorded a $01.~~075~~5 ~~per~~million ~~share~~write-off ~~and~~of athe ~~total~~Related-Party ~~value~~Receivable in fiscal year 2025. The remaining balance of approximately $~~187~~0.5 million,~~000~~ toprimarily JJrepresenting ~~Astor~~an ~~Co.~~intercompany loan, ~~pursuant~~ is expected to abe ~~convertible~~recoverable and ~~note~~continues ~~signed~~to onbe ~~September~~recognized ~~21,~~as ~~2024~~an asset.

OnAs part ~~September~~of ~~24,~~its ~~2024~~fiscal year 2025 review procedures, management reassessed the ~~Company~~recoverability ~~issued~~of ~~884~~certain assets,~~365~~ including the Buyback Reserve ~~shares~~and ofthe ~~our~~Related-Party ~~common~~Receivable. ~~stock~~Based toon ~~Jefferson~~this ~~Street~~reassessment, ~~Capital~~management ~~LLC~~determined ~~for~~that the ~~conversion~~balances ofwere ~~$25,000~~not ofrecoverable ~~principal~~ and ~~$1,500~~recorded the ofrelated ~~conversion~~write-offs ~~fees,~~in ~~pursuant to~~fiscal ayear ~~convertible~~2025 ~~note~~in ~~signed~~accordance onwith ~~May~~U.S. ~~20,~~GAAP. ~~2024~~These conclusions were reviewed and approved by the Company’s Board of Directors.

OnAlthough the ~~October~~foregoing ~~16,~~balances ~~2024~~have been written off, the Company ~~entered~~ ~~into~~may apursue ~~Share~~recovery ~~Purchase~~or ~~Agreement~~claw ~~with~~back ~~Safeguard~~actions ~~Investments~~against ~~LLC,~~the ~~pursuant~~applicable tocounterparties. Any ~~which~~amounts ~~the~~recovered, ~~Investor~~whether ~~acquired~~in 1cash,~~000~~ equity,~~000~~ ~~shares~~or ofother ~~the Company’s~~consideration, ~~Common~~would ~~Stock~~be ~~for~~recognized as a ~~purchase~~gain ~~price~~in ofthe ~~$30,000~~period realized.

~~On October 22, 2024, the Company~~Results ~~issued 1,092,118 shares~~ of ~~our common stock to Jefferson Street Capital LLC for the conversion of $10,000 of principal and $1,500 of conversion fees, pursuant to a convertible note signed on May 20, 2024.~~Operations

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., pursuant to a convertible note signed on May 20, 2024.Revenues

~~The~~Revenue for ~~sales~~the ~~and~~year ~~issuances~~ended ofDecember ~~the~~31, ~~securities~~2025, ~~described below~~was ~~were~~$16,307,787, ~~made~~compared ~~pursuant~~ to $11,177,567 for the ~~exemptions~~year ~~from~~ended ~~registration~~December ~~contained~~31, in2024, ~~Section~~representing ~~4(a)(2)~~an increase of ~~the~~$5,130,220, ~~Securities~~or ~~Act and Regulation D under the Securities Act~~45.90%. ~~Each~~The ~~purchaser~~increase ~~represented~~in ~~that~~reported ~~such~~revenue ~~purchaser’s~~was ~~intention~~primarily attributable to ~~acquire~~(i) the ~~shares~~inclusion ~~for~~of ~~investment~~a ~~only~~full ~~and~~year ~~not~~of ~~with~~revenue afrom ~~view~~the ~~toward~~Company’s ~~distribution.~~majority-owned Wesubsidiary, ~~requested~~Al ~~our~~Shola ~~stock~~Gas, ~~transfer~~in ~~agent~~2025, compared to ~~affix~~consolidation ~~appropriate~~beginning ~~legends~~in to the ~~stock certificate issued to~~second ~~each~~quarter ~~purchaser~~of ~~and~~2024 ~~the~~following ~~transfer~~its ~~agent~~acquisition, ~~affixed~~and ~~the~~(ii) ~~appropriate~~higher ~~legends.~~sales ~~Each~~volumes ~~purchaser~~and ~~was~~improved ~~given~~operational ~~adequate~~performance ~~access~~driven toby ~~sufficient~~continued ~~information~~growth ~~about~~in uscustomer todemand ~~make~~and anexpansion ~~informed~~of ~~investment~~business ~~decision~~activities.

25Cost of Revenues

~~ITEM~~Cost of 6revenues for the year ended December 31, 2025, was $11,519,007, compared to $7,214,304 for the year ended December 31, 2024, representing an increase of $4,304,703, or 59.67%. ~~[Reserved]~~The increase was primarily due to (i) the inclusion of a full year of revenue from the Company’s majority-owned subsidiary, Al Shola Gas, in 2025, compared to consolidation beginning in the second quarter of 2024 following its acquisition, and (ii) higher revenue during the year ended December 31, 2025.

~~We are not required to provide the information required~~Gross ~~by this item because we are a smaller reporting company.~~Profit

~~ITEM~~We earned 7$4,788,780 in gross profit for the year ended December 31, 2025, compared with $3,963,263 for the year ended December 31, 2024, representing an increase of $825,517, or 20.83%. ~~MANAGEMENT~~The increase in gross profit was primarily attributable to (i) the inclusion of a full year of revenue from the Company’Ss ~~DISCUSSION~~majority-owned ~~AND~~subsidiary, ~~ANALYSIS~~Al OFShola ~~FINANCIAL~~Gas, ~~CONDITION~~in ~~AND~~2025, ~~RESULTS~~compared OFto ~~OPERATIONS~~consolidation beginning in the second quarter of 2024 following its acquisition, and (ii) higher revenue during the year ended December 31, 2025.

~~General~~38

~~The following is a discussion by management of its~~Operating view of the Company’s business, financial condition, and corporate performance for the past year. The purpose of this information is to give management’s recap of the past year, and to give an understanding of management’s current outlook for the near future. This section is meant to be read in conjunction with the Financial Statements of this Annual Report on Form 10-K.Expenses

~~Overview~~Operating expenses increased to $5,245,558 for the year ended December 31, 2025, from $3,265,008 for the year ended December 31, 2024. The increase was attributable to (i) costs for salary and bonus payments to management totaling $1,380,000 and settlement payments to certain former officers of the Company totaling $606,816; and (ii) an increase of $596,887 in operating expenses resulting from the inclusion of a full year of operations of the Company’s majority-owned subsidiary, Al Shola Gas, in the year ended December 31, 2025, as compared to only three quarters of operations in the year ended December 31, 2024 due to the timing of the Company’s acquisition of Al Shola Gas, which was completed at the end of the first quarter of 2024.

~~QIND~~We anticipate ~~is a Nevada Corporation~~ that isour ~~majority-owned by~~operating ~~Fusion~~expenses ~~Fuel~~will ~~Green~~increase ~~PLC~~as ~~(“HTOO”).~~we ~~HTOO~~undertake ~~functions~~our assubsidiary ~~QIND’s~~expansion ~~parent~~plan. ~~company,~~The ~~and~~increase asis ~~such~~anticipated itto ~~concentrates on providing~~be ~~strategic~~attributable ~~management~~to ~~oversight~~administrative ~~that~~and ~~includes~~operating ~~financial,~~costs ~~administration,~~associated ~~marketing,~~with ~~and~~our ~~human~~business ~~resources~~activities ~~support~~and tothe ~~QIND,~~professional ~~which~~fees ~~functions~~associated with asour ~~HTOO’s~~reporting ~~Industrial subsidiary~~obligations.

~~Factors~~Net Non-Operating ~~Affecting~~Expenses ~~Our Performance~~

~~The~~We had ~~primary~~net ~~factors~~other ~~affecting~~non-operating ~~our~~expenses ~~results~~ of ~~operations include~~$3,981,758 ~~but~~for ~~not~~the ~~limited~~year ended December 31, 2025, compared to: $275,201 for the year ended December 31, 2024.

~~General~~Non-operating expenses ~~Macro~~for ~~Economic~~the ~~Conditions~~year ended December 31, 2025, increased significantly compared to the year ended December 31, 2024, primarily due to the write-off of non-operating assets totaling $3,502,388. During the year, management performed an assessment of the recoverability of certain non-operating asset balances and determined that these amounts were no longer realizable. Accordingly, the Company recorded a write-off consisting of $2.0 million related to the reversal of the Buyback Reserve, $1,500,000 representing the Related-Party Receivable, and $2,388 related to other miscellaneous non-operating assets.

~~Our business is impacted by the global economic environment,~~Non-Operating employment levels, consumer confidence, government, and municipal spending. Global instability in securities markets and the Russian invasion of Ukraine are among other factors that can impact our financial performance. In particular, changes in the U.S. economic climate, can impact the demand of our products range. The Industrial and Manufacturing sectors are impacted by the overall economic environment as addressed in the risk factors. Tenders can be withdrawn and lead times for the manufacturing can be affected which can result in cancellation of orders if not delivered on time.Income

~~Impact~~We had other non-operating income of ~~Acquisitions~~$318,706 for the year ended December 31, 2025, compared to $427,554 for the same period in 2024. Our other income for the year ended December 31, 2025, resulted from the release of claims under the Lucosky Settlement Agreement.

~~A significant component of our growth is through the~~Net ~~acquisition~~Income/Net and consolidation of our operating companies in our targeted sectors. We typically incur upfront costs as we incorporate and integrate acquired businesses into our operating philosophy and operational excellence. This includes consolidation of supplies and raw materials, optimized logistics and production processes, and sales synergies within the operating businesses with the aim to expand globally. The benefits of these integration efforts may not positively impact our financial results instantly but is expected to do so in the medium to long-term future.Loss

~~Recent~~We incurred ~~Developments~~net loss of $4,603,645 for the year ended December 31, 2025, compared to a net income of $266,780 for the year ended December 31, 2024, primarily due to the reasons described above for increased cost of revenues and increased operating expenses.

~~On March 27, 2024, we entered~~Liquidity into a definitive Stock 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~~Capital company in the LPG industry in the United Arab Emirates. It 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.Resources

OnAs of ~~April~~December 131, ~~2024~~2025, ~~after several failed effort negotiations to restructure the deal~~ and ~~obtain~~2024, ~~information~~we ~~from~~had ~~the~~total ~~selling~~current ~~shareholders~~assets of ~~Quality International~~$7,038,913 ~~the Purchase~~and ~~Agreement~~$7,466,617, ~~with Quality International was terminated by Quality International. Subsequently~~respectively, ~~the~~and ~~Board~~total ofcurrent ~~Directors of the Company~~liabilities ~~approved the cancellation~~ of ~~the agreement with Quality International Co Ltd FZC that was signed on January 18~~$16, ~~2023~~753,372 and ~~amended on July 27~~$11, ~~2023~~223,627. ~~The~~As ~~company is in the process~~ of ~~unwinding~~December ~~the~~31, ~~remaining~~2025, ~~part~~our ofworking ~~the~~capital ~~transaction~~deficit ~~consisting~~was ~~of the~~ $~~2M buy-back commitment~~9, ~~with~~714,459 ~~management~~compared ~~aiming~~ to ~~recover~~$3,757,010 ~~the~~as ~~investment or parts~~ of ~~it. However~~December 31, ~~the investment may need to be written off if recovery proves unattainable~~2024.

OnWe will ~~May~~require ~~23,~~additional ~~2024,~~financing ~~Quality~~to ~~Industrial Corp.~~fund ~~entered~~our ~~into~~operations abeyond ~~binding~~the near term. ~~sheet~~Based ~~with~~on ~~Actelis~~our ~~Networks,~~current ~~Inc.~~projections, aour ~~Delaware~~existing ~~corporation~~cash ~~traded~~resources will onnot ~~the~~be ~~NASDAQ~~sufficient ~~under~~to ~~the~~meet ~~symbol~~our ~~ASNS~~anticipated operating and other cash needs through December 31, ~~pursuant~~ to2026, ~~which~~and ~~Actelis~~for ~~would~~at ~~acquire~~least ~~between~~12 ~~61%~~months tobeyond that ~~75%~~period, ofunless ~~the~~we ~~issued~~receive ~~and~~such ~~outstanding~~additional ~~shares~~financing, ofincluding the ~~Company’s~~costs ~~share~~associated ~~capital~~with being a public reporting company. Since Weour ~~originally~~own ~~intended~~financial resources may be insufficient to ~~close~~satisfy ~~the~~our ~~transaction~~capital requirements, ~~pending~~we ~~regulatory~~may ~~requirements~~seek ~~and~~to ~~due~~sell ~~diligence~~additional equity or debt securities in public offerings, ~~within~~private 60placements ~~days~~or credit facilities. OnThe ~~August~~sale ~~30,~~of ~~2024, we~~additional ~~agreed~~equity tosecurities ~~further~~could ~~extend~~result ~~the~~in ~~non-solicitation~~dilution ~~and~~to ~~no-shop~~our stockholders. ~~periods~~The ~~provided~~incurrence of indebtedness would result in ~~the~~increased ~~Term~~debt ~~Sheet~~service ~~until~~obligations ~~October~~and 1,could ~~2024,~~require ~~unless~~us ~~mutually~~to agree to operating ~~terminated~~and ~~earlier~~financial bycovenants ~~the~~that ~~parties.~~would Onrestrict ~~October~~our ~~10,~~operations. ~~2024,~~Financing ~~ASNS~~may ~~provided~~not ~~the~~be ~~Company~~available ~~with~~in ~~written~~amounts ~~notice~~or ofon ~~ASNS’~~terms ~~intent~~acceptable to ~~terminate~~us, if ~~the~~at ~~Term~~all. ~~Sheet~~Any infailure ~~accordance~~by ~~with~~us ~~the~~to ~~termination~~raise ~~provisions~~additional ~~thereof,~~funds ~~which~~on ~~required~~terms ~~30-day~~favorable ~~written~~to ~~notice~~us, ofor ~~termination.~~at ~~Such~~all, ~~30-day period~~could ~~ended,~~limit ~~and~~our ~~the~~ability ~~Term~~to ~~Sheet~~expand ~~was~~our ~~definitively~~business operations ~~canceled~~and oncould ~~November~~harm ~~11,~~our ~~2024~~overall business prospects.

On November 14, 2024, Ilustrato Pictures International Inc. (“Ilustrato”) and eight additional sellers agreed to transfer 78,312,334 shares of common stock and 20,000 series B stock in the Company to Fusion Fuel Green PLC an Irish corporation traded on the NASDAQ under the symbol “HTOO”. Pursuant to a Share Purchase Agreement, the consideration for the Purchased Shares will be payable in shares of common stock and preferred stock of HTOO. As a result of this transaction, there was a change in control of the Company when the transaction closed on November 26, 2024. The shares transferred amount to 69.23% voting rights of the outstanding shares in our Company on a fully diluted and as-converted basis. Consequently, HTOO is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company.39

~~On April 8, 2025, the Company signed an Amendment to~~Going the Share Purchase Agreement, dated March 27, 2024, with the shareholders of Al Shola Al Modea Gas Distribution LLC. The amended Share Purchase Agreement removed the termination clause 9.14 and amended other clauses of the Share Purchase Agreement, dated March 27, 2024. The foregoing description of the Amended Share Purchase Agreement is not complete and is qualified in its entirety and filed as Exhibits 2.8 to this form 10-K.Concern

~~Planned~~The accompanying ~~Developments~~condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

~~In 2025, the Company will allocate~~Management ~~resources~~evaluated toall ~~our~~relevant ~~subsidiary~~conditions ~~Al Shola Gas to enhance efficiency, boost sales,~~ and ~~positively~~events ~~influence~~that ~~their~~are ~~financial~~reasonably ~~performance~~known ~~with investment~~or ~~from~~reasonably ~~our parent company~~knowable, ~~Fusion Fuel Green PLC. We also plan to invest~~ in ~~new~~the ~~vehicles~~aggregate, ~~for~~as ~~our~~of ~~subsidiary~~the todate ~~improve~~the ~~their~~consolidated ~~bulk~~financial ~~LPG~~statements ~~supply~~are ~~capabilities~~issued and ~~increase our revenue~~determined. WeThe ~~expect~~Company’s ~~that~~ability ~~our~~to ~~revenue~~continue ~~and~~as ~~operating~~a ~~expenses~~going ~~will~~concern ~~rise~~is asdependent weon ~~implement~~ the Company’s ~~expansion~~ability ~~plan~~to ~~related~~continue to ~~our~~generate ~~subsidiary.~~sufficient ~~This~~revenues ~~increase~~and ~~will~~raise becapital ~~due~~within toone ~~administrative~~year ~~and~~from ~~operating~~the ~~costs~~date ~~linked~~of ~~to our business activities~~filing.

26For the 12 months ended December 31, 2026, the Company anticipates that Fusion Fuel, the Company’s parent company, will finance certain investments in connection with the operations of our majority-owned subsidiary, Al Shola Gas. In addition, the Company anticipates that Fusion Fuel will provide all compensation required by our executive officers, other than our Chief Operating Officer and Managing Director Middle East, Sanjeeb Safir. Further, management plans to use borrowings and security sales to mitigate the effects of cash flow deficits. However, no assurance can be given that any such financing, compensation, or capital will be available, if and when required.

~~Results~~ Summary of ~~Operation~~Cash ~~for the Year Ended December 31, 2024, and 2023~~Flow

~~Revenues~~The following table provides detailed information about our net cash flow for fiscal years ended December 31, 2025, and December 31, 2024:

We earned $11,177,567 in revenue for the year ended December 31, 2024, as compared with revenue of $0 for the year ended December 31, 2023. The addition of revenue is a result of the ASG acquisition on March 27, 2024. The revenue from Al Shola Gas has been consolidated from April 1, 2024, to December 31, 2024. Al Shola Gas had revenue for the 12 months ended December 31, 2024, of $14,268,840 compared to $10,839,209 for the 12 months ended December 31, 2023, an increase of 31.1%.

	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

~~Operating~~Net cash ~~Expenses~~used in operating activities was $(2,587,934) for the fiscal year ended December 31, 2025, as compared with $1,154,846 provided for the fiscal year ended December 31, 2024. The change was primarily driven by adverse working capital movements, mainly due to an increase in accounts receivable of $2.10 million and a decrease in accounts payable of approximately $0.64 million.

~~Operating~~Net cash ~~expenses~~used ~~increased to~~in investing activities was $3(1,~~280~~377,~~008~~470) for the fiscal year ended December 31, ~~2024~~2025, ~~from~~as compared with $2(5,~~766,256~~636) used for the fiscal year ended December 31, ~~2023. Our General and Administrative expenses are approximately the same for~~ 2024 ~~and 2023~~. The ~~expenses~~change inwas ~~2024~~primarily ~~are however mainly~~ due to ~~General~~payments ~~and~~to ~~Administrative~~ASG ~~expenses in~~shareholders ~~our~~of ~~subsidiary~~$1.00 ~~Al Shola Gas~~million, asadvances ~~opposed~~for tothe purchase ~~2023~~of property, ~~where~~plant ~~General~~ and ~~Administrative~~equipment ~~expenses were mainly due to shares issued to our management and Chairman in the amount~~ of $~~2,233,000~~0.30 ~~We had an increase in professional fees from $315~~million,~~011~~ inand ~~2023,~~additions to ~~$849~~property,~~925~~ inplant ~~2024. The~~and ~~increase~~equipment ~~was related to one-off costs for a reaudit~~ of ~~our~~approximately ~~financials with our new auditor Bush and Associates CPA amounting to~~ $~~95,000~~0.08 million ~~Further~~during ~~we had legal one off-costs with our legal counsel, Lucosky Brookman LLP, for legal work carried out in connection with~~ the ~~merger with~~fiscal ~~our~~year ~~new~~ended ~~parent~~December ~~company Fusion Fuel Green PLC amounting to a total of $525~~31,~~994~~ 2025..

WeNet cash ~~anticipate~~provided ~~that~~by ~~our~~financing ~~operating~~activities ~~expenses~~was ~~will~~$4,166,407 ~~increase~~ for the fiscal year ended December 31, 2025, as wecompared ~~undertake~~with ~~our~~net ~~subsidiary~~cash ~~expansion~~used ~~plan~~in financing activities $(926,120) used for the fiscal year ended December 31, 2024. The ~~increase~~change ~~will~~was beprimarily ~~attributable~~due to ~~administrative~~proceeds from related party loans of $4.43 million, changes in minority interest of $0.45 million, and ~~operating~~proceeds ~~costs~~from ~~associated~~the ~~with~~issuance of common stock of approximately $0.04 ~~our~~million ~~business~~during ~~activities~~the fiscal year ended December 31, 2025. These inflows were partially offset by net repayments of convertible notes of $0.49 million, payments for ASG debt of approximately $0.23 million, and a repurchase of shares of the ~~professional~~Company’s ~~fees~~common ~~associated~~stock ~~with~~for $0.03 ~~our~~million ~~reporting~~during ~~obligations~~the fiscal year ended December 31, 2025.

~~Non-Operating Expenses~~ Debt

WeThe Company’s ~~had~~debt ~~other~~obligations ~~non-operating~~as ~~expenses~~ of ~~$687,755 for the year ended~~ December 31, ~~2024~~2025, ~~compared~~were toas ~~$1,466,476~~follows ~~for~~(including ~~the~~convertible ~~year~~and ~~ended~~nonconvertible ~~December~~promissory ~~31, 2024~~notes).

~~Our non-operating expenses for the year ended December 31, 2024, compared to the same periods in 2023, were primarily lower due to Commitment and Conversion Fees for stock.~~40

Non-Operating Income

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

We had other non-operating income of $427,554 for the year ended December 31, 2024, compared to $0 for the same period in 2023. Our other income for the year ended December 31, 2024, resulted from the reversal of interest payments on the loan agreements with Mahavir and Artelliq in the first quarter, which was unwound with the cancellation of the agreement with Quality International and the sale of intangible assets from the legacy business, Wikisoft Corp.

	(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.

~~Net Income/Net Loss~~41

~~We incurred Net income of $266,780 for the year ended~~Impact ~~December 31, 2024, compared to a net loss~~ of $4,232,732 for the same period ended December 31, 2023. The growth in Net income is a result of the ASG acquisition on March 27, 2024. The Net Income from Al Shola Gas has been consolidated from April 1, 2024, to December 31, 2024. Al Shola Gas had Net Income for the 12 months ended December 31, 2024, of $2,051,645 compared to $1,743,974 for the 12 months ended December 31, 2023, an increase of 17.6%, which includes a 9% corporate tax provision imposed in the UAE for the FY 2024 as compared with 0% in 2023.Acquisitions

~~Liquidity~~Historically, our growth has been through the acquisition of businesses in our targeted sectors. We typically incur upfront costs as we incorporate and ~~Capital~~integrate ~~Resources~~acquired businesses into our operating philosophy and operational excellence. This includes consolidation of supplies and raw materials, optimized logistics and production processes, and other restructuring and improvement initiatives. The benefits of these integration efforts and upcoming planned acquisitions may not positively impact our financial results instantly, but this has historically been the case in future periods.

~~As of December 31, 2024, and 2023, we had total current~~Critical ~~assets~~Accounting of $7,466,617 and $2,002,492, respectively, and total current liabilities of $11,363,612 and $5,782,017. The notes to the consolidated financial statements provide a breakdown for the periods ended December 31, 2024, and 2023, respectively.Estimates

AsA critical ofaccounting ~~December~~estimate ~~31,~~is ~~2024,~~an ~~our~~estimate ~~working~~that: ~~capital~~(i) ~~deficit was~~is ~~$3,896,995,~~made ~~compared~~in toaccordance $3with generally accepted accounting principles,~~779,525~~ as(ii) involves a significant level of ~~December~~estimation ~~31,~~uncertainty ~~2023~~and (iii) has had or is reasonably likely to have a material impact on the Company’s financial condition or results of operations.

27The “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section is based on the Company’s Consolidated Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.

~~Net cash provided~~Significant byestimates ~~operating~~include ~~activities~~estimates ~~was~~used $1to review the Company’s impairments and estimations of long-lived assets,~~154~~ revenue recognition of Contract-based revenue,~~846~~ allowances for uncollectible accounts, and the ~~fiscal~~valuations ~~year~~of ~~ended~~non-cash ~~December~~capital ~~31,~~stock ~~2024,~~issuances. asThe ~~compared~~Company bases ~~with~~its $2estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances,~~358,808~~ the ~~provided~~results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent ~~fiscal~~from ~~year~~other ~~ended~~sources. ~~December~~Actual 31results may differ from these estimates under different assumptions or conditions. Further, ~~2023~~refer to the Company’s significant accounting policies as described in Note 2 of the Notes to Consolidated Financial Statements.

~~Net cash used in investing activities was $(5,636)~~We ~~for~~consider the ~~fiscal~~following ~~year~~accounting ~~ended~~estimate ~~December~~to ~~31,~~be ~~2024,~~the asmost ~~compared~~critical ~~with~~in ~~$(5,500,000)~~understanding ~~provided~~the ~~for~~judgments ~~the~~that ~~fiscal~~are ~~year~~involved ~~ended~~in ~~December~~preparing ~~31,~~our consolidated ~~2023.~~financial statements:

~~Net cash (used in)~~Off-Balance ~~provided~~Sheet ~~by Financing activities was $(926,120) for the fiscal year ended December 31, 2024, as compared with $3,140,548 provided for the same period ended 2023.~~Arrangements

~~Our~~We have ~~primary~~no ~~liquidity~~significant ~~and~~off-balance ~~capital~~sheet ~~requirements~~arrangements ~~include working~~that ~~capital~~have ~~for~~or are reasonably likely to have a current or future effect on our ~~subsidiary~~financial condition, Alchanges ~~Shola~~in ~~Gas~~financial condition, ~~and~~revenues ~~general~~or ~~corporate~~expenses, ~~operational~~results ~~needs.~~of ~~Historically~~operations, weliquidity, ~~have~~capital ~~met~~expenditures ~~these~~or ~~cash~~capital ~~requirements~~resources ~~through~~that ~~cash~~are ~~generated~~material byto ~~financing activities~~stockholders.

~~The Company’s ability to continue as a going~~Recently ~~concern~~Issued ~~depends~~Accounting on its ability to continue to generate sufficient revenues and raise capital within one year from the date of this filing. Management plans to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available.Pronouncements

The Company’s ~~Debt~~has ~~Obligations~~evaluated asall ofrecently ~~December~~issued accounting pronouncements and has implemented all standards that are currently in effect. These ~~31,~~pronouncements ~~2024~~did ~~(including~~not ~~convertible~~have any material impact on the financial statements unless otherwise disclosed, and ~~promissory~~the ~~notes):~~Company does not believe that any recently issued accounting pronouncements will have a material impact on its financial position, results of operations, or cash flows.

Lender	Date of Issue	Maturity Date	Principal Amount	Outstanding
RB Capital Partners Inc.	3 Aug 2022	3 Aug 2024	1,100,000	1,100,000
RB Capital Partners Inc.	17 Mar 2023	16 Mar 2025	200,000	200,000
Sky Holdings	16 Jun 2023	31 Dec 2024	550,000	473.000
RB Capital Partners Inc.	21 Dec 2023	20 Dec 2024	100,000	100,000
Sean Levi	20 Dec 2023	20 Dec 2024	100,000	100.000
Exchange Listing LLC	6 Feb 2024	6 Aug 2024	35,000	35,000
Jefferson	21 May 2024	21 Feb 2025	71,500	71.500
1800 Diagonal Lending	3 Jul 2024	25 Apr 2025	179,400	120,011
1800 Diagonal Lending	25 Sep 2024	30 Jun 2025	115,000	102,222
J.J. Astor & Co	20 Sep 2024	30 Jun 2025	405,000	374,625
Total			2,855,900	2,676,358

ASU 2017-04, Simplifying the Test for Goodwill Impairment, has been effective for fiscal years beginning after December 15, 2019, and has been adopted by the Company. Under this standard, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total goodwill allocated to that reporting unit. The Company applies this simplified one-step impairment test in its annual goodwill assessment. As noted above, no impairment was identified as of December 31, 2025.

* The convertible and promissory notes are described in financial footnotes and included in the exhibits. Amounts are principal amounts and exclude interest.42

28ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Going~~We are ~~Concern~~not required to provide the information required by this item because we are a smaller reporting company.

~~The accompanying condensed consolidated financial~~ITEM ~~statements~~8. ~~have~~FINANCIAL ~~been~~STATEMENTS ~~prepared~~AND inSUPPLEMENTARY accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.DATA

~~Management evaluated all relevant conditions and events~~The ~~that~~consolidated ~~are~~financial ~~reasonably~~statements ~~known~~of orQuality ~~reasonably~~Industrial ~~knowable,~~Corp. inand ~~the~~its ~~aggregate~~subsidiaries, astogether ofwith the ~~date~~notes ~~the~~thereto ~~consolidated~~and ~~financial~~the ~~statements~~report ~~are issued and~~of ~~determined.~~the ~~The~~independent ~~Company’s~~registered ~~ability~~public toaccounting ~~continue~~firm, asare aincluded ~~going~~in ~~concern~~this isAnnual ~~dependent~~Report on ~~the~~Form ~~Company’s~~10-K ~~ability to continue to generate sufficient revenues~~ and ~~raise~~are ~~capital~~set ~~within~~forth ~~one~~beginning ~~year~~on ~~from the date of filing~~page F-1.

~~QIND intends to complete future acquisitions, and~~ITEM ~~we intend to disclose these acquisitions, as they happen, in our ongoing reports with the Securities and Exchange Commission~~9. ~~Over~~CHANGES ~~the next~~IN ~~twelve~~AND ~~months,~~DISAGREEMENTS ~~management~~WITH ~~plans~~ACCOUNTANTS toON ~~use~~ACCOUNTING ~~borrowings~~AND ~~and~~FINANCIAL ~~security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available.~~DISCLOSURE

~~Impact of Acquisitions~~None.

~~Historically, our growth has been through the acquisition~~ITEM ~~of businesses in our targeted sectors~~9A. WeCONTROLS ~~typically~~AND ~~incur~~PROCEDURES upfront costs as we incorporate and integrate acquired businesses into our operating philosophy and operational excellence. This includes consolidation of supplies and raw materials, optimized logistics and production processes, and other restructuring and improvement initiatives. The benefits of these integration efforts and upcoming planned acquisitions may not positively impact our financial results instantly, but this has historically been the case in future periods.

~~Critical~~Evaluation of ~~Accounting~~Disclosure ~~Estimates~~Controls and Procedures

AOur management, ~~critical~~with ~~accounting~~the ~~estimate~~participation isof anour ~~estimate~~Chief ~~that:~~Executive Officer and Interim Chief Financial Officer, have evaluated our disclosure ~~(i)~~controls isand ~~made~~procedures (as defined in ~~accordance~~Rules ~~with~~13a-15(e) ~~generally~~and ~~accepted~~15d-15(e) ~~accounting~~under ~~principles,~~the ~~(ii~~Exchange Act) ~~involves~~prior ato ~~significant~~the ~~level~~filing of ~~estimation~~this ~~uncertainty~~Annual ~~and~~Report. ~~(iii)~~Based ~~has~~on ~~had~~that orevaluation, isour ~~reasonably~~Chief ~~likely~~Executive toOfficer ~~have~~and aInterim ~~material~~Chief ~~impact~~Financial onOfficer ~~the~~concluded ~~Company’s~~that, ~~financial~~as ~~condition~~of orthe ~~results~~end of ~~operations~~the period covered by this Annual Report, our disclosure controls and procedures were, in design and operation, effective at a reasonable assurance level.

~~The~~ Management’s ~~Discussion and Analysis of~~ ~~Financial~~Annual ~~Condition~~Report ~~and Results of Operations” is based~~ on ~~the~~Internal ~~Company’s~~Control ~~Consolidated~~over Financial Statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.Reporting

~~Significant~~Management is ~~estimates~~responsible ~~include~~for ~~estimates~~establishing ~~used~~and tomaintaining ~~review the~~adequate ~~Company’s~~internal ~~impairments~~control ~~and~~over ~~estimations~~financial ofreporting ~~long-lived~~as ~~assets,~~such ~~revenue~~term ~~recognition~~is ofdefined ~~Contract-based~~in ~~revenue,~~Rule ~~allowances for uncollectible~~13a-15(f) ~~accounts,~~of ~~and~~ the ~~valuations~~Exchange ~~of non-cash capital stock issuances~~Act. ~~The~~Our ~~Company~~internal ~~bases~~control ~~its~~system ~~estimates~~is ondesigned ~~historical experience and on various other assumptions that are believed~~ to beprovide reasonable inassurance ~~the~~regarding ~~circumstances,~~ the ~~results~~preparation ofand ~~which~~fair ~~form the basis for making judgments about~~presentation ~~the carrying values~~ of ~~assets~~financial ~~and~~statements ~~liabilities~~for ~~that~~external ~~are~~purposes ~~not~~in ~~readily~~accordance ~~apparent~~with ~~from~~generally ~~other~~accepted ~~sources~~account principles. ~~Actual~~All ~~results~~internal ~~may~~control ~~differ from these estimates~~systems, ~~under~~no ~~different~~matter ~~assumptions~~how orwell ~~conditions. Further~~designed, ~~refer~~have toinherent ~~the~~limitations ~~Company’s~~and ~~significant~~can ~~accounting~~provide ~~policies~~only asreasonable ~~described~~assurance inthat ~~Note 2~~the objectives of the ~~Notes~~internal control tosystem ~~Consolidated~~are ~~Financial Statements~~met.

WeManagement assessed ~~consider~~ the ~~following~~effectiveness ~~accounting~~of ~~estimate~~our tointernal becontrol over financial reporting as of December 31, 2025. In making this assessment, management used the ~~most~~framework ~~critical~~set forth in ~~understanding~~the report entitled Internal Control - Integrated Framework (2013) issued by the ~~judgments~~Committee ~~that~~of ~~are~~Sponsoring Organizations ~~involved~~of inthe ~~preparing~~Treadway ~~our~~Commission, ~~consolidated~~or ~~financial~~COSO. ~~statements:~~The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

~~Off-Balance~~Based on ~~Sheet~~this ~~Arrangements~~evaluation, our Chief Executive Officer and our Interim Chief Financial Officer concluded that the Company’s internal control over financial reporting as of December 31, 2025, was effective.

WeThis Annual ~~have~~Report nodoes ~~significant~~not ~~off-balance~~include ~~sheet~~an ~~arrangements that~~attestation ~~have~~report orof ~~are~~our ~~reasonably~~independent ~~likely~~registered topublic ~~have~~accounting afirm ~~current~~regarding orinternal ~~future~~control over ~~effect~~financial onreporting. ~~our~~Pursuant ~~financial~~to ~~condition,~~Item ~~changes~~308(b) inof ~~financial~~Regulation ~~condition~~S-K, ~~revenues~~management’s report is not subject to attestation by our independent orregistered ~~expenses,~~public ~~results~~accounting offirm ~~operations,~~because ~~liquidity,~~the ~~capital~~Company ~~expenditures~~is orneither ~~capital~~an ~~resources~~“accelerated ~~that~~filer” nor a “large accelerated filer” as those terms are ~~material~~defined toby ~~stockholders~~the SEC.

~~Recently~~Changes in ~~Issued~~Internal ~~Accounting~~Control ~~Pronouncements~~Over Financial Reporting

~~The Company has implemented all new accounting pronouncements~~There ~~that~~were ~~are~~no changes in ~~effect.~~our ~~These~~internal ~~pronouncements~~control ~~did~~over ~~not~~financial ~~have~~reporting ~~any~~during ~~material impact on~~ the ~~financial~~year ~~statements~~ended ~~unless~~December ~~otherwise~~31, ~~disclosed~~2025, ~~and the~~that ~~Company~~have ~~does~~materially ~~not~~affected or ~~believe that there~~ are ~~any~~reasonably ~~other~~likely ~~new~~to ~~accounting~~materially ~~pronouncements~~affect ~~that~~our ~~have~~internal ~~been~~control ~~issued~~over ~~that might have a material impact on its~~ financial ~~position or results of operations~~reporting.

29ITEM 9B. OTHER INFORMATION

~~ITEM 7A~~None. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

~~We are not required to provide the information required~~ITEM by9C. ~~this~~DISCLOSURE ~~Item~~REGARDING ~~because~~FOREIGN weJURISDICTIONS ~~are~~THAT aPREVENT ~~smaller reporting company.~~INSPECTIONS

~~ITEM 8~~None. ~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

The financial statements required by Item 8 are included in this Annual Report following Item 15 hereof. As a smaller reporting company, we are not required to provide supplementary financial information.43

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~PART III

~~None~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

~~ITEM~~The following ~~9A.~~information ~~CONTROLS~~sets ~~AND~~forth ~~PROCEDURES~~the names, ages and positions of our current directors and executive officers.

Evaluation of Disclosure Controls and Procedures

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

~~We maintain disclosure controls and procedures designed~~Below tois ~~ensure~~a ~~that~~brief ~~information~~description ~~required to be disclosed in reports filed under the Securities Exchange Act~~ of ~~1934, as amended, is recorded, processed, summarized, and reported within~~ the ~~time~~background ~~periods specified in the SEC rules~~ and ~~forms,~~business ~~and~~experience ~~that~~of ~~such~~each ~~information~~of ~~is accumulated and communicated to~~ our ~~management,~~current ~~including our principal~~ executive ~~officer~~officers and ~~principal financial officer, as appropriate, to allow timely decisions regarding required disclosure~~directors.

InFrederico Figueira ~~designing~~de Chaves. Frederico Figueira de Chaves has served as the Chairman and ~~evaluating~~a ~~our~~director ~~disclosure~~of ~~controls~~the Company since August ~~and~~2025. ~~procedures~~Mr. Chaves has been Interim Chief Financial Officer of Fusion Fuel since January 2025, ~~management~~Chief ~~recognized~~Strategy ~~that~~Officer ~~any~~and ~~controls~~Head of Hydrogen Solutions of Fusion Fuel since November 2024 and ~~procedures~~a director of Fusion Fuel since June 2020. Mr. Figueira de Chaves has also been Chief Executive Officer and a director of Bright Hydrogen Solutions Limited since February 2025. Mr. Figueira de Chaves was Chief Executive Officer of Fusion Fuel from June 2023 to November 2024. Mr. Figueira de Chaves was Chief Financial Officer of Fusion Fuel from June 2020 to June 2023. From January 2009 to 2019, noMr. ~~matter~~Figueira ~~how~~de ~~well~~Chaves ~~designed~~held a number of senior positions at UBS AG, including Asset Management Head of Sales Management & Marketing, Global Asset Management Head Wealth Management & Wealth Management Americas Distribution, Chief of Staff to Global Asset Management CEO & CEO Europe, the Middle East, and ~~operated~~Africa (“EMEA”), ~~can~~and ~~provide~~Chief ~~only~~of ~~reasonable~~Staff ~~assurance~~to Group COO & CEO EMEA, and Business Manager of ~~achieving~~Group CEO Management Office. Mr. Figueira de Chaves holds a master’s degree in Economics from Edinburgh University. We believe that Mr. Figueira de Chaves is qualified to serve on the ~~desired~~Board ~~control~~of ~~objectives~~Directors due to his experience in developing and running new business lines at UBS AG, his financial services background and network, and his knowledge of the Fusion Fuel strategy, business, and supply chain.

AsJohn-Paul Backwell. ~~required~~John-Paul byBackwell ~~SEC~~has ~~Rule~~served ~~15d-15,~~as ~~our~~the ~~management~~Chief ~~carried~~Executive Officer of the Company since October 2022 and as a director ~~out~~of anthe ~~evaluation,~~Company ~~under~~since August 2025. Mr. Backwell has been the ~~supervision~~Chief Executive Officer and ~~with~~a director of Fusion Fuel since November 2024 and has been the ~~participation~~Chairman of ~~our~~Fusion ~~principal~~Fuel ~~executive~~since ~~officer~~November 2025. Mr. Backwell was also a director and ~~principal~~the ~~financial~~Chief ~~officer~~Executive Officer of Samsara Luggage, Inc. (OTCID: SAML). Mr. Backwell previously served as a director of FB Fire Technologies Ltd (FireBug) from November 2024 until January 2025. From July 2021 until January 2025, Mr. Backwell was Managing Director of Ilustrato. From February 2022 until January 2025, Mr. Backwell was a director of Emergency Response Technologies Inc. From May 2019 to June 2021, Mr. Backwell was a Non-Executive Director of ConnectNow. From September 2019 to June 2021, Mr. Backwell was the ~~effectiveness~~Managing Director of ~~our~~Detego ~~disclosure~~Global. ~~controls~~Mr. Backwell earned a Bachelor of Arts degree in English Language and ~~procedures~~Literature/Letters asfrom Stellenbosch University. We believe that Mr. Backwell is qualified to serve on the Board of Directors due to my experience in the ~~end~~development and leadership of global teams, predominantly in the ~~period~~fields ~~covered~~of manufacturing byand ~~this~~technology, ~~Annual~~in ~~Report~~a oncareer ~~Form~~spanning ~~10-K~~over 23 years.

~~Based~~Carsten Kjems onFalk. ~~that~~Carsten ~~evaluation,~~Kjems ~~our~~Falk ~~principal~~has ~~executive officer~~served as the Interim Chief Financial Officer and ~~principal~~a ~~financial~~director ~~officer~~of ~~concluded~~the ~~that~~Company ~~our~~since ~~disclosure~~August 2025. ~~controls~~Since ~~and~~June ~~procedures~~2026, ~~were~~Mr. ~~effective~~Falk athas aalso ~~reasonable~~served ~~assurance~~as Head of M&A of Fusion Fuel. From October 2022 to August 2025, Mr. Falk was the ~~level~~Chief Commercial Officer of the Company. From June 2022 to October 2024, Mr. Falk served as Chief Commercial Officer of Ilustrato. From September 2020 to October 2022, Mr. Falk was the ~~end~~Chief Executive Officer of the ~~period~~Company. ~~covered~~From by2013 ~~this~~through ~~report~~2019, Mr. Falk was Chief Executive Officer of Domino’s Pizza Denmark. Mr. Falk holds a Master of Arts in Educational Theory and Curriculum Studies: Mathematics from Aarhus University. We believe that Mr. Falk is qualified to serve on the Board of Directors due to his service to the Company in several senior executive roles since 2020 and extensive leadership experience across the SaaS, FMCG, and energy sectors.

~~Changes~~Sanjeeb Safir. inSanjeeb ~~Internal~~Safir ~~Control~~has ~~Over~~served ~~Financial~~as ~~Reporting~~the Chief Operating Officer of the Company since August 2025 and has been the Managing Director Middle East of the Company since September 2024. Since 2008, Mr. Safir has been the Managing Director of Al Shola Gas. Mr. Safir holds a Master of Business Administration in Marketing from The International University.

There has been no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the year ended December 31, 2023, that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.44

~~ITEM 9B. OTHER INFORMATION~~Family Relationships

~~None~~There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

~~ITEM~~Involvement in ~~9C.~~Certain ~~DISCLOSURE~~Legal ~~REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~Proceedings

~~None~~During the past 10 years, none of our current directors, nominees for directors, or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K.

30Delinquent Section 16(a) Reports

~~PART~~Section 16(a) ~~III~~of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. We believe, based solely on a review of the copies of such reports furnished to us and representations of these persons, that all reports were timely filed for the year ended December 31, 2025 and prior fiscal years, except as follows: (1) Sanjeeb Safir failed to timely file a Form 3 with the SEC within ten days of his appointment as Managing Director Middle East effective September 2, 2024; (2) Sanjeeb Safir failed to timely file a Form 4 within two business days of receiving a grant of 1,000,000 shares of common stock on September 2, 2024; (3) Sanjeeb Safir failed to timely file a Form 4 within two business days of November 26, 2024, in connection with the transactions contemplated by the Fusion Fuel Acquisition Agreement, which provided, among other things, for the disposition of 1,000,000 shares of common stock by Mr. Safir; and (4) Frederico Figueira de Chaves failed to timely file a Form 3 with the SEC within ten days of his appointment as the Chairman of the Board of Directors and as a director of the Company effective August 28, 2025.

~~ITEM~~Code of ~~10.~~Ethics ~~DIRECTORS,~~and ~~EXECUTIVE~~Business ~~OFFICERS AND CORPORATE GOVERNANCE.~~Conduct

~~The~~We have ~~following~~adopted ~~information~~a ~~sets~~Code ~~forth~~of ~~the~~Ethics ~~names~~and Business Conduct that applies to all of our directors, ~~ages~~officers and employees, including our principal executive officer, principal financial officer and ~~positions~~principal accounting officer. A copy of ~~our~~the ~~current~~Code ~~directors~~of Ethics and ~~executive~~Business ~~officers~~Conduct is filed as Exhibit 14.1 to this Annual Report.

Name	Current Age	Position
Nicolas Link	44	Executive Chairman of the Board
John-Paul Backwell	44	Chief Executive Officer
Krishnan Krishnamoorthy	59	Chief Financial Officer
Carsten Kjems Falk	50	Chief Commercial Officer
Louise Bennett	54	Chief Operational Officer
Sanjeeb Safir	51	Managing Director Middle East

Insider Trading Policy

~~Below~~Effective March is10, a2023, ~~brief~~we ~~description~~adopted ofan Insider Trading Policy that applies to all our executive officers, directors and key employees. The insider trading policy codifies the ~~background~~legal and ethical principles that govern trading in our securities by persons associated with the Company ~~business~~that ~~experience~~may ofpossess ~~each~~material nonpublic information relating to the Company. A copy of ~~our~~the ~~current~~insider ~~executive~~trading ~~officers~~policy ~~and~~is ~~directors~~filed as Exhibit 19.1 to this Annual Report.

~~Nicolas~~Material Changes ~~Link~~to Director Nomination Procedures

~~Mr. Nicolas Link, Executive Chairman, 44, combines~~There ~~over~~have 20 years of experience in the manufacturing and technology industries holding several senior management positions, including Founder, CEO, Strategic Advisor and Chairman positions. From 2003 until 2011, Mr. Link was Founder and CEO of Jewel Saffire Products Ltd, a company developing and integrating water mist technologies into firefighting solution. Since 2014, Mr. Link has served as the CEO of Firebug Group, a company focused on developing, manufacturing, and distributing firefighting products across the globe. Since 2014, he has also served as CEO of FB Fire Technologies Ltd (Firebug), an acquisition company. In 2020, Mr. Link became a Strategic Advisor for Ilustrato Pictures International Inc, “ILUS” and since 2021, Mr. Link has been ~~Chief~~no ~~Executive~~material ~~Officer,~~changes ~~and~~to ~~Chairman, leading~~ the ~~company’s strategic~~procedures ~~and~~by ~~synergetic~~which ~~mergers~~stockholders ~~and~~may ~~acquisitions~~recommend ~~initiatives.~~nominees onto ~~May~~our ~~28, 2022, ILUS acquired the majority of the Company and Mr. Link, became the Chairman of the board of directors. On December 7, 2022, Mr. Link was appointed as CEO and Chairman of the~~ Board of Directors ~~for~~ ~~CGrowth~~since ~~Capital~~such ~~Inc., “CGRA,” an innovation and growth-orientated company focused on the acquisition and consolidation~~procedures ofwere ~~disruptive~~last ~~technology and product businesses in the sports industry~~disclosed. He resigned as CEO on May 15, 2023. On January 8, 2024, Mr. Link was appointed as Chairman of the Board of Directors for Samsara Luggage Inc, “SAML”. Mr. Link also currently holds the position as Chairman of the Board of Directors at Dear Cashmere Holding Co “DRCR”., a company in the gambling and betting sector. Mr. Link holds a Marketing Diploma from Damelin College, South Africa.

~~Aside from that provided above, Mr. Link does not~~Audit ~~hold~~Committee ~~and~~Financial has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.Expert

~~Mr.~~The Board ~~Link~~of isDirectors ~~widely regarded as a serial entrepreneur who~~ has ~~successfully~~determined ~~started,~~that ~~grown,~~the ~~and~~Company ~~exited~~does ~~several~~not ~~companies~~have inan ~~the~~“audit ~~UK,~~committee ~~UAE,~~financial ~~China,~~expert” ~~Poland~~as &defined ~~South~~by ~~Africa. We believe that Mr.~~Item ~~Link~~407(d)(5) ~~is qualified to serve on our board~~ of ~~directors~~Regulation ~~because of his experience in leadership and management roles in the field of manufacturing and technology, as well as his experience taking companies public in the USA~~S-K.

3145

~~John-Paul~~ITEM 11. ~~Backwell~~EXECUTIVE COMPENSATION.

~~Mr. John-Paul Backwell, 44, is the Chief Executive~~The ~~Officer.~~following Hetable ~~has~~sets ~~more~~forth ~~than~~information 23concerning ~~years~~all ofcash ~~experience developing~~ and ~~leading~~non-cash ~~global~~compensation ~~teams~~awarded to, ~~predominantly~~earned inby ~~the~~or ~~fields~~paid ofto ~~Manufacturing~~the ~~and~~named persons ~~Technology.~~for Heservices ~~has~~rendered ~~a Bachelor of Arts degree~~ in ~~English~~all ~~Language~~capacities ~~and~~during ~~Literature/Letters~~the ~~from~~noted ~~Stellenbosch University~~periods.

From 2000 to 2014, Mr. Backwell held various roles, including Sales Manager and Regional Sales Director, before becoming the Global Sales Director for FireBug Group, a company dedicated to developing, manufacturing, and distributing firefighting products worldwide, from 2014 to 2019. From 2019 until mid-2021, he was a Non-Executive Director at ConnectNow, a Software-as-a-Service technology firm, and Managing Director of Detego Global, a British company specializing in digital forensics. Mr. Backwell also previously served as the Managing Director of Ilustrato Pictures International, Inc., and as director and CEO on the Board of Directors for Samsara Luggage Inc. Currently, Mr. Backwell is currently a Director and Chief Executive Officer of Fusion Fuel Green PLC, our parent company.

	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

Aside from that provided above, Mr. Backwell does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

	(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.

~~Louise Bennett~~Employment Agreements

Ms. Louise Bennett, Chief Operational Officer, 54, has gained over 25 years of experience in the senior management of global engineering, manufacturing, and distribution businesses. Since March 2014, she has served as the General Manager of FB Fire Technologies Ltd (FireBug), a company focused on developing, manufacturing and distributing firefighting products across the globe. From 2021 to the present, Ms. Bennett serves as the Chief Operations Officer of Ilustrato Pictures International, Inc. She has a High School OJohn-~~level degree from Kirk Hallam Comprehensive School in the UK.~~Paul Backwell

~~Aside~~Pursuant to ~~from~~an ~~that~~Executive ~~provided~~Employment ~~above~~Agreement, ~~Ms.~~dated ~~Bennett~~November ~~does~~14, ~~not hold~~2023, ~~and~~between ~~has~~the ~~not~~Company ~~held~~and ~~over~~John-Paul Backwell (the ~~past~~“Backwell ~~five~~Employment Agreement”), ~~years~~Mr. ~~any~~Backwell ~~other~~will ~~directorships~~be inentitled ~~any~~to ~~company~~an ~~with~~annual abase ~~class~~salary of ~~securities~~$420,000, ~~registered~~subject ~~pursuant~~ to ~~Section~~ 12annual ofreview by the ~~Exchange~~Board ~~Act~~of orDirectors; an ~~subject~~uplist bonus equal to the ~~requirements~~base salary accrued from July 1, 2023 through the date that the Company’s common stock is listed on a national securities exchange; an annual target bonus opportunity equal to 100% of ~~Section~~base 15salary plus stock options representing 1% of outstanding shares; and annual long-term incentive equity awards of at least 1% of total outstanding shares vesting over a 12-month period. Mr. Backwell will also be eligible for milestone-based equity awards, standard executive fringe benefits (dincluding a corporate car, cellular telephone, health and disability insurance, and 401(k)), 30 days of paid vacation annually, and reimbursement of business expenses. Upon termination by the ~~Exchange~~Company ~~Act~~without cause or ~~any~~by ~~company~~Mr. ~~registered~~Backwell asfor angood ~~investment~~reason, Mr. Backwell was entitled to a lump sum payment equal ~~company~~to ~~under~~two ~~the~~years ~~Investment~~of base salary, a pro-rated target bonus, and up to 18 months of COBRA premium reimbursement, subject to his execution of a release of claims. The Backwell Employment Agreement required Mr. Backwell to enter into the Company’s ~~Act~~Employee Non-Compete Agreement as a condition of ~~1940~~employment.

~~Krishnan Krishnamoorthy~~46

~~Mr.~~The Backwell ~~Krishnan~~Employment ~~Krishnamoorthy,~~Agreement ~~Chief~~provides ~~Financial~~that ~~Officer, 59,~~the ~~has~~initial ~~amassed~~term ~~more~~under ~~than~~the 39agreement ~~years~~will ofcommence ~~experience~~on in the ~~financial~~first ~~management~~trading day of ~~public~~the Company’s common stock on a national securities exchange and ~~private~~end ~~companies~~on inJune ~~London~~30, ~~UAE~~2024, ~~Bahrain,~~and automatically renew for successive one-year periods unless ~~Dubai,~~either ~~Singapore,~~party ~~and~~provided ~~India~~at least 90 days’ prior written notice of non-renewal. Compensation rights will accrue on the first day that the term under the Backwell Employment Agreement commences.

~~From~~On June ~~2018~~6, ~~through 2020~~2025, heMr. ~~was~~Backwell ~~the~~entered ~~Group~~into ~~CFO~~that ofcertain ~~HO Holding~~Contract ~~Group~~of Employment, adated ~~retail~~June ~~company~~6, ~~out~~2025, ofbetween ~~Dubai.~~Fusion ~~From~~Fuel ~~2020~~and ~~through~~Mr. ~~2022, he was~~ Backwell (the ~~Chief~~“Parent/Backwell ~~Financial~~Agreement”). ~~Officer~~Pursuant ofto ~~The~~the ~~Bahrain~~Parent/Backwell ~~Ship~~Agreement, ~~Repairing and~~effective ~~Engineering~~June ~~Company~~1, B2025, Mr.~~S.C.~~ ~~From~~Backwell ~~2022~~ agreed to ~~the~~use ~~present,~~his hebest ~~has~~endeavors ~~served~~to aspromote the ~~Chief~~interests ~~Financial Officer~~ of ~~Ilustrato~~Fusion ~~Pictures International~~Fuel, ~~Inc.~~ Inthe ~~August 2018~~Company, ~~Mr.~~and ~~Krishnamoorthy~~all ~~received~~other ~~the~~subsidiaries ~~2018~~of ~~Global~~Fusion ~~CFO~~Fuel. ~~Award~~Effective June ~~from~~1, ~~Acquisition International~~2025, ~~a business magazine in the U~~Mr.K. HeBackwell ~~holds~~has anbeen ~~MBA~~compensated inby ~~Finance~~Fusion ~~from~~Fuel. ~~TIU,~~The ~~USA,~~Company ~~and~~is not a ~~Ph.D.~~party into ~~Finance~~the ~~from~~Parent/Backwell ~~Trinity College~~Agreement.

~~Aside from that provided above, Mr. Krishnamoorthy~~Carsten does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.Falk

32Pursuant to an Executive Employment Agreement, dated November 14, 2023, between the Company and Carsten Kjems Falk (the “Falk Employment Agreement”), Mr. Falk will be entitled to an annual base salary of $300,000, subject to annual review by the Board of Directors; an uplist bonus equal to the base salary accrued from July 1, 2023 through the date that the Company’s common stock is listed on a national securities exchange; an annual target bonus equal to 100% of base salary plus stock options representing 0.75% of outstanding shares; and annual long-term incentive equity awards of at least 0.75% of total outstanding shares vesting over a 12-month period. Mr. Falk will also be eligible for milestone-based equity awards, standard executive fringe benefits (including a corporate car, cellular telephone, health and disability insurance, and 401(k)), 30 days of paid vacation annually, and reimbursement of business expenses. Upon a termination by the Company without cause or by Mr. Falk for good reason, Mr. Falk will be entitled to a lump sum payment equal to two years of base salary, a pro-rated target bonus, and up to 18 months of COBRA premium reimbursement, subject to his execution of a release of claims. The Falk Employment Agreement required Mr. Falk to enter into the Company’s Employee Non-Compete Agreement as a condition of employment.

~~Carsten~~The Falk ~~Kjems~~Employment Agreement provides that the initial term under the agreement will commence on the first trading day of the Company’s common stock on a national securities exchange and end on June 30, 2024, and automatically renew for successive one-year periods unless either party provided at least 90 days’ prior written notice of non-renewal. Compensation rights will accrue on the first day that the term under the Falk Employment Agreement commences.

On June 27, 2025, Mr. ~~Carsten~~Falk ~~Kjems~~entered ~~Falk~~into that certain Contract of Employment, ~~Chief~~dated ~~Commercial~~June ~~Officer~~27, ~~has~~ ~~gained~~2025, ~~more~~between ~~than~~Fusion 15Fuel ~~years~~and ofMr. ~~experience~~Falk as(the “Parent/Falk anAgreement”). ~~executive~~Pursuant into ~~multiple~~the ~~industries~~Parent/Falk ~~accelerating~~Agreement, ~~growth~~effective ~~for~~July ~~both~~1, ~~private~~2025, ~~venture~~Mr. ~~capital~~Falk will act as Interim Chief Financial Officer of the Company and ~~publicly~~Head ~~listed~~of ~~companies~~Mergers and Acquisitions of Fusion Fuel. HeEffective ~~holds~~July a1, ~~Master~~2025, ofMr. ~~Arts~~Falk inhas ~~Educational~~been ~~Theory~~compensated by ~~and~~Fusion ~~Curriculum~~Fuel. ~~Studies:~~The ~~Mathematics~~Company ~~from~~is ~~Aarhus~~not ~~University~~a party to the Parent/Falk Agreement.

~~From 2013 through 2019, Mr. Falk was Chief Executive~~Sanjeeb Officer of Domino’s Pizza Denmark. During that period, he was three times awarded global winner of “best digital” by Domino’s International for driving online sales from 30% to 90% of total sales. Since 2019, he has been self-employed as a Management Consultant for industrial investors and corporate clients seeking expert advice on SaaS and FMCG industries, including digital transformation, business development, strategy, sales marketing, and operational excellence. Mr. Falk joined QIND (previously WSFT) on June 1, 2020, as Deputy Chief Executive Officer and signed a new contract as Chief Executive Officer on September 1, 2020. On October 21, 2022, Mr. Falk resigned as our Chief Executive Officer and was subsequently appointed by our board of directors as our Chief Commercial Officer. Since June 2022, Mr. Falk has also served as Chief Commercial Officer of Ilustrato Pictures International, Inc. from June 2022 until October 2024.Safir

~~Aside~~Pursuant to ~~from~~an ~~that~~Executive ~~provided~~Employment ~~above~~Agreement, dated September 2, 2024, between the Company and Sanjeeb Safir (the “Safir Employment Agreement”), Mr. ~~Falk~~Safir ~~does~~will ~~not~~be entitled to an annual base salary of $120,000, subject to annual review by the Board of Directors; a sign-on bonus ~~hold~~of 1,000,000 shares of common stock; an annual target bonus equal to 100% of base salary plus stock options representing 0.25% of outstanding shares; and ~~has~~annual ~~not~~long-term ~~held~~incentive equity awards of at least 0.25% of total outstanding shares vesting over ~~the~~a ~~past~~12-month ~~five~~period. ~~years~~Mr. Safir ~~any~~will ~~other~~also ~~directorships~~be ineligible ~~any~~for ~~company~~milestone-based ~~with~~equity awards, standard executive fringe benefits (including a ~~class~~corporate car, cellular telephone, and health and disability insurance), 30 days of ~~securities~~paid ~~registered~~vacation ~~pursuant~~annually, toand reimbursement of business expenses. The Safir ~~Section~~Employment 12Agreement has an initial term commencing on September 2, 2024 through August 30, 2025, and automatically renews for successive one-year periods unless either party provides at least 90 days’ prior written notice of non-renewal. Upon a termination by the Company ~~Exchange~~without ~~Act~~cause or ~~subject~~by Mr. Safir for good reason, Mr. Safir will be entitled to ~~the~~a ~~requirements~~lump sum payment equal to two years of ~~Section~~base ~~15(d)~~salary, a pro-rated target bonus, and up to 18 months of ~~the~~COBRA ~~Exchange~~premium ~~Act~~reimbursement, orsubject ~~any~~to ~~company~~his ~~registered~~execution asof ana ~~investment~~release of claims. The Safir ~~company~~Employment ~~under~~Agreement ~~the~~required ~~Investment~~Mr. Safir to enter into the Company’s ~~Act~~Employee Non-Compete Agreement as a condition of ~~1940~~employment.

~~Sanjeeb Safir~~47

~~On September 2, 2024, the Board~~Bonus appointed Sanjeeb Safir as our newly appointed Managing Director for the Middle East Region. From 2008 until present, Mr. Safir has been the Managing Director of Al Shola Al Modea Gas and Distribution LLC.Payments

~~Aside~~During the ~~from~~fiscal ~~that~~year ~~provided~~ended ~~above~~December 31, ~~Mr.~~2025, ~~Safir~~the ~~does~~Board ~~not~~of Directors awarded discretionary bonus payments of $595,000 and $425,000 to John-Paul ~~hold~~Backwell and ~~has~~Carsten ~~not~~Falk, ~~held~~respectively. ~~over~~The awards were granted due to the ~~past~~Board’s ~~five~~determination that: (i) Mr. Backwell’s salary was significantly below market for his position in 2024 and no salary during 2023 and previous years, ~~any~~(ii) ~~other~~Mr. ~~directorships~~Falk’s salary was significantly below market for his position in ~~any~~2024 ~~company~~and ~~with~~previous ayears ~~class~~and Mr. Falk waived salaries of ~~securities~~$195,000 ~~registered~~in ~~pursuant~~previous toyears, ~~Section~~(iii) 12each of ~~the~~Mr. ~~Exchange~~Backwell ~~Act~~and orMr. ~~subject~~Falk tohad provided significant services in connection with the ~~requirements~~Company’s acquisition of ~~Section~~a 15majority interest in Al Shola Gas during 2024, (div) each of Mr. Backwell and Mr. Falk had provided significant services in connection with the Fusion ~~Exchange~~Fuel ~~Act~~Acquisition orAgreement ~~any~~and ~~company~~related ~~registered~~transactions asin an2024, ~~investment~~and (v) each of Mr. Backwell and Mr. Falk continue to perform full-time services ~~company~~in his position at both Fusion Fuel and the Company while receiving compensation from Fusion Fuel only, effective June 1, 2026 as to Mr. Backwell, under the ~~Investment~~Parent/Backwell ~~Company~~Agreement, ~~Act~~and ofeffective ~~1940~~July 1, 2026 as to Mr. Falk, under the Falk/Backwell Agreement, respectively.

~~Family~~Outstanding Equity ~~Relationships~~Awards at Fiscal Year-End

~~There~~The executive ~~are~~officers nonamed ~~family~~above ~~relationships~~had ~~between~~no orunexercised ~~among the directors~~options, ~~executive~~stock ~~officers~~that orhas ~~persons~~not ~~nominated~~vested or ~~chosen~~equity byincentive usplan toawards ~~become~~outstanding ~~directors~~as orof December ~~executive~~31, ~~officers~~2025.

~~Involvement~~Compensation of ~~in Certain Legal Proceedings~~Directors

~~During~~The directors of the ~~past~~Company 10did ~~years,~~not ~~none~~receive ofcompensation ~~our current directors, nominees~~ for ~~directors,~~services ~~or current executive officers has been involved~~ in ~~any~~their ~~legal~~capacity ~~proceeding~~as ~~identified~~directors induring ~~Item~~the ~~401(f)~~fiscal ofyear ~~Regulation~~ended December ~~S-K~~31, 2025.

~~Compliance~~ITEM 12. ~~with~~SECURITY ~~Section~~OWNERSHIP ~~16(a)~~OF ofCERTAIN ~~the~~BENEFICIAL ~~Exchange~~OWNERS ~~Act~~AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

~~Section~~The following ~~16(a)~~table ofsets ~~the~~forth ~~Exchange~~certain ~~Act~~information ~~requires~~with ~~the~~respect ~~Company’s directors~~to ~~and~~the ~~officers,~~beneficial ~~and~~ownership ~~persons~~of ~~who~~our ~~beneficially~~common ~~own~~stock ~~more~~as ~~than~~of ~~10%~~March of31, a2026, ~~registered~~by (i) ~~class~~each of ~~the~~our ~~Company’s~~named ~~equity~~executive ~~securities~~officers, to ~~file~~current ~~reports~~executive ofofficers, ~~beneficial ownership~~ and ~~changes~~directors; in(ii) ~~beneficial~~all ~~ownership~~ of ~~the~~our ~~Company’s~~executive ~~securities~~officers ~~with~~and ~~the SEC on Forms 3,~~directors 4as ~~and~~a 5.group; ~~Officers, directors~~ and ~~greater~~(iii) ~~than~~each ~~10%~~person ~~stockholders~~who ~~are~~is ~~required~~known by ~~SEC~~us ~~regulation~~ to ~~furnish~~beneficially ~~the~~own ~~Company~~more ~~with~~than ~~copies~~5% of ~~all Section~~our ~~16(a)~~common ~~forms they file~~stock. ~~All filings were timely.~~

~~Committees~~Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power, and also any shares which the person has the right to acquire within 60 days of March 31, 2026, through the exercise or conversion of any stock option, convertible security, warrant or other right. Except as set forth below, each of the beneficial owners listed below has direct ownership of and sole voting power and investment power with respect to the shares of our common stock.

~~We currently do not have a separately designated standing~~Unless ~~audit~~otherwise ~~committee or any other committees. The entire board of directors performs the functions of an audit committee. On October 30~~specified, ~~2023,~~ the ~~Board~~address ~~adopted written charters which govern the actions~~ of ~~the~~each ~~board~~ of ~~directors when performing~~ the ~~functions~~persons ofnamed ~~that~~in ~~would~~this ~~generally be~~table ~~performed~~is byc/o anQuality ~~audit~~Industrial ~~committee~~Corp. ~~The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition~~, ~~the~~505 ~~board~~Montgomery ~~of directors reviews the scope and results of the audit with the independent accountants~~Street, ~~reviews with management and the independent accountants our annual operating~~San ~~results~~Francisco, ~~considers~~CA the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor94104.

~~For the fiscal year ending December 31, 2024, and 2023, the board of directors:~~48

Reviewed and discussed the audited financial statements with management and reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.

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	%

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2024, and 2023, to be included in this Form 10-K.

	(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 October 30, 2023, the Board adopted a written charter~~Changes ~~setting~~in ~~forth the authority and responsibilities of the Compensation, Audit, Nominating and Corporate Governance Committee.~~Control

33We do not have any arrangements known to us the operation of which may at a subsequent date result in a change in control of the Company.

~~Compensation~~ITEM 13. ~~Committee~~CERTAIN ~~Interlocks~~RELATIONSHIPS ~~and~~AND ~~Insider~~RELATED ~~Participation~~TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

~~None of the Company’s executive officers serves,~~Transactions orwith inRelated the past has served, as a member of the Board or the Compensation Committee, or other committee serving an equivalent function of any entity that has one or more executive officers who serve as members of the Board or its Compensation Committee. None of the members of the Compensation Committee is, or has ever been, an officer or employee of the Company.Persons

~~Code~~Other than as disclosed below or included in Item 11. Executive Compensation, there have been no transactions involving the Company since the beginning of ~~Ethics~~the &last ~~Insider~~fiscal ~~Trading~~year, ~~Policy~~or any currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

~~We have adopted a Code of Ethics and Insider Trading~~Fusion ~~Policy~~Fuel ~~that~~Green ~~applies~~PLC toStock ~~our~~Purchase ~~executive officers, directors, and employees. Copies are filed as Exhibits to this form 10-K.~~Agreement

~~Director~~Pursuant to ~~Independence~~a Stock Purchase Agreement, dated as of August 1, 2025, between Fusion Fuel and the Company, Fusion Fuel acquired 2,000,000 shares of the Company’s common stock for an aggregate purchase price of $40,000.

~~We use the definition of “independence”~~Nicolas asLink ~~stipulated~~Employment by NASDAQ to make the following determination regarding Director Independence. In making the determination of whether a member of the board is independent, our board also considers, among other things, transactions and relationships between each director and his immediate family and the Company, including those reported under the caption “Certain Relationships and Related-Party Transactions”. The purpose of this review is to determine whether any such relationships or transactions are material and, therefore, inconsistent with a determination that the directors are independent.Agreement

~~Under~~Pursuant to ~~such~~an ~~definitions~~Executive Director Employment Agreement, wedated doNovember ~~not~~14, ~~have~~2023, ~~any~~between ~~independent~~the Company and Nicolas Link (“Link Employment ~~directors.~~Agreement”), WeLink ~~intend~~was entitled to ~~appoint~~an ~~independent~~annual ~~directors~~base salary of $420,000, subject to ~~serve~~annual onreview by the ~~above~~Board ~~committees~~of Directors; an uplist bonus equal to the base salary accrued from July 1, ~~with~~2023 ~~three~~through ofthe date that the ~~independent~~Company’s ~~directors~~common ~~serving~~stock is listed on a national assecurities ~~chair~~exchange; an annual target bonus opportunity equal to 100% of ~~the~~base ~~three~~salary ~~respective~~plus ~~committees~~stock options representing 1% of outstanding shares; and annual long-term incentive equity awards of at least 1% of total outstanding shares vesting over a 12-month period. Link was also eligible for milestone-based equity awards, standard executive fringe benefits (~~Audit~~including a corporate car, ~~Compensation~~cellular &telephone, health ~~Nominating~~and ~~Committee~~disability insurance, and 401(k)), 30 days of paid vacation annually, and reimbursement of business expenses. Upon termination by the Company without cause or by Link for good reason, Link was entitled to a lump sum payment equal to two years of base salary, a pro-rated target bonus, and up to 18 months of COBRA premium reimbursement, subject to his execution of a release of claims. The Link Employment Agreement required Mr. Backwell to enter into the Company’s Employee Non-Compete Agreement as a condition of employment.

~~Conflicts~~The Link Employment Agreement provided that the initial term under the agreement will commence on the first trading day of ~~Interest~~the Company’s common stock on a national securities exchange and end on June 30, 2024, and automatically renew for successive one-year periods unless either party provided at least 90 days’ prior written notice of non-renewal. Compensation rights will accrue on the first day that the term under the Link Employment Agreement commences.

~~Some members of our management and board also serve on the management and~~The ~~board of ILUS. Our Executive Chairman, Nicolas~~ Link isEmployment ~~also~~Agreement ~~the~~was ~~Chairman~~terminated of the Board of Directors of Dear Cashmere Holding Co. (“DRCR”), the Chairman of the Board of Directors of CGrowth Capital, Inc. (“CGRA”), and the Chairman of the Board of Directors of Samsara Luggage Inc. (“SAML”). As a result, at certain points in time, these jointly represented companies may have members of management and board concentrate their efforts on ~~transactions~~August ~~that focus on one company over the other~~28, which collectively would not amount to work for our company on a full-time basis. This and other conflicts of interest may arise between us and part our officers and directors in that they have other business interests currently2025, ~~with~~by ~~respect~~mutual ~~to QIND~~agreement, ~~and~~ in ~~the~~connection future to which they devote their attention, such as in the case of acquisitions, and they may be expected to continue to do so although management time must also be devoted to our business. Our officers and directors, while key in identifying and securing our funding sources, may face conflicts of interest due to their affiliations with other entities, impacting how funds are allocated between us and such affiliated entities. These competing interests could disrupt focus of our key management and board. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with each officer or directorLink’s ~~understanding~~resignation offrom his positions orwith ~~her~~the ~~fiduciary~~Company ~~duties~~on tothe ~~our~~same ~~company~~date.

In an effort to resolve potential conflicts of interest as between ILUS and QIND, our officers and director have agreed that any opportunities that they are aware of independently or directly through their association with us would be presented by them solely to QIND, before determining whether to include the opportunities in ILUS.49

~~In general, our officers and director are required to present business~~Nicolas ~~opportunities~~Link toSettlement ~~QIND, and may present the opportunity to ILUS if the opportunity is aligned with the business of ILUS.~~Agreement

~~Potential~~On August ~~investors~~28, ~~should~~2025, ~~also~~the beCompany ~~aware~~entered into a Settlement Agreement and Release with Link, the former Chairman and director of the ~~following~~Company (the ~~potential~~“Link Settlement Agreement”). Pursuant to the Link Settlement Agreement, Link resigned as Chairman and a director of ~~conflicts~~the Company. The Company agreed to pay Link a total of $430,000 under the Link Settlement Agreement, which was equal to Link’s total unpaid accrued salary under the Link Employment Agreement (the “Link Settlement Amount”). The approximate dollar value of the amount involved in the transaction, and the approximate dollar value of Link’s interest: in the transaction (computed without regard to profit or loss), is equal to the Link Settlement Amount.

InThe Link ~~the~~Settlement ~~course~~Agreement provides for an initial payment of ~~their~~$165,000 ~~other~~on ~~business~~or ~~activities~~about August 28 or 29, ~~our~~2025 ~~officers~~(contingent upon Link’s resignation as Chairman and director), followed by a minimum quarterly payment of $75,000. The Link Settlement Agreement does not provide ~~may~~for ~~become~~the ~~aware~~payment of ~~investment~~any ~~and~~interest ~~business~~on ~~opportunities~~pending ~~which~~or ~~may~~unpaid beamounts. ~~appropriate~~Upon ~~for~~full ~~presentation~~payment toof usthe asLink ~~well~~Settlement asAmount, Link will release and discharge the ~~other~~Company ~~entities~~and its officers, directors, and employees from any and all claims, demands, or causes of action relating to his ~~with~~accrued ~~which~~salary ~~they~~and ~~are~~service ~~affiliated~~as Chairman and director.

~~Our~~During 2025, ~~officers~~the ~~and~~Company ~~director~~paid ~~may~~Link ~~have~~ a ~~conflict~~total of ~~interest~~$243,000 ~~with~~in ~~respect to~~connection ~~evaluating~~with ~~a particular business combination if~~ the ~~retention~~Link orSettlement ~~resignation~~Agreement. As of ~~any~~March ~~such~~31, ~~officers~~2026, ~~and~~the ~~directors~~Company ~~was included by a target~~had ~~business~~paid asLink aan ~~condition~~additional to$47,000 ~~any~~in ~~agreement~~connection with ~~respect to~~ the ~~combination.~~Link ~~Our~~Settlement ~~employment contracts have been filed as exhibits to this form 10-K~~Agreement.

~~The following table summarizes the entities to which~~Nicolas ~~our~~Link ~~executive~~2025 ~~officers and director currently have fiduciary duties or contractual obligations:~~Compensation

Individual(1)

Entity(2)

Affiliation

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