Form 8-K

8-K — Quality Industrial Corp.

Accession: 0001493152-26-045694

Filed: 2026-10-05

Period: 2026-10-02

CIK: 0001393781

SIC: 3590 (MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT)

Item: Material Modifications to Rights of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

GRAPHIC (ex3-1_001.jpg)

GRAPHIC (ex3-1_002.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001393781

2026-10-02

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): October

2, 2026

QUALITY

INDUSTRIAL CORP.

(Exact

name of registrant as specified in its charter)

Nevada

000-56239

35-2675388

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

505

Montgomery Street, San

Francisco, CA

94111

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (800)

706-0806

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act: None

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☐

Item 3.03 Material Modification to Rights of Security Holders.

October 2, 2026, Quality Industrial Corp., a Nevada corporation (the “Company”), filed the Second Amended and Restated Articles

of Incorporation of the Company (the “Second Amended and Restated Articles”) with the Secretary of State of the State of

Nevada.

The Second Amended and

Restated Articles were approved by the Company’s Board of Directors (the “Board”) by unanimous written consent on August

26, 2026 and by written consent on August 31, 2026 of Fusion Fuel Green PLC, the holder of approximately 51.9% of the Company’s

voting power, pursuant to Sections 78.320 and 78.390 of the Nevada Revised Statutes. The Company’s definitive Information Statement

on Schedule 14C was first mailed to stockholders on or about September 11, 2026, and the Second Amended and Restated Articles became

effective upon filing.

The

Second Amended and Restated Articles amend and restate in their entirety the Company’s Amended and Restated Articles of Incorporation

filed with the Nevada Secretary of State on October 5, 2011, as subsequently amended (the “Prior

Articles”). The material modifications described below

affect the rights of holders of the Company’s common stock, par value $0.001 per share (“common stock”), which is registered

under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

● The

authorized common stock was increased from 450,000,000 shares to 1,000,000,000 shares. The

Company’s authorized preferred stock, par value $0.001 per share, remains 1,000,000

shares, and the Series B Convertible Preferred Stock designated pursuant to the Certificate

of Designation filed with the Nevada Secretary of State on September 23, 2024 continues as

a series of the preferred stock authorized under the Second Amended and Restated Articles.

The increase does not change the terms of outstanding common stock but gives the Company

the ability to issue additional common stock, which could dilute the ownership and voting

interests of existing stockholders and may place downward pressure on the trading price of

the common stock.

● Unlike

the Prior Articles,

the Second Amended and Restated Articles authorize the Company’s Board of Directors

to authorize and consummate a sale, lease or exchange of all or substantially all of the

Company’s property and assets without the vote, authorization, consent or approval

of stockholders, notwithstanding Section 78.565 or any other provision of Nevada law. This

provision may materially reduce or eliminate stockholders’ ability to approve or disapprove

a future transaction involving all or substantially all of the Company’s assets.

● The

Prior Articles’

limitation of liability was expanded from directors to directors and officers, so that, to

the fullest extent permitted by Nevada law, no director or officer will be personally liable

to the Company or its stockholders for damages resulting from an act or failure to act in

that capacity. This change may make it more difficult for the Company or stockholders to

recover monetary damages from directors and officers.

● The

Prior Articles

did not contain provisions relating to indemnification of directors, officers, employees,

and agents. The Second Amended and Restated Articles require indemnification, provide for

advancement of expenses upon receipt of an undertaking to repay if ultimately not entitled

to indemnification, permit the Company to purchase insurance for directors, officers, employees

and agents, and provide that those rights are non-exclusive. These provisions provide broader

charter-level protection and may require the Company to advance expenses or provide indemnification

in covered proceedings, while assisting with the recruitment and retention of qualified personnel.

● The

Prior Articles

did not contain an exclusive forum provision. Under the Second Amended and Restated Articles,

certain derivative, fiduciary-duty, Nevada corporate statute, charter, bylaw and internal-affairs

claims must be brought exclusively in the Eighth Judicial District Court of Clark County,

Nevada, or, if that court lacks subject matter jurisdiction, another Nevada state court of

competent jurisdiction, unless the Company consents in writing to another forum. Claims under

the Securities Act of 1933, as amended, and the Exchange Act are excluded. This change may

reduce duplicative litigation and promote application of Nevada law, but may limit a stockholder’s

ability to bring covered claims in another forum.

● The

Prior Articles

did not contain an opt-out from Sections 78.378 through 78.3793 of the Nevada Revised Statutes.

Under the Second Amended and Restated Articles, the Company has elected not to be governed

by those provisions. This change removes statutory restrictions that could otherwise limit

voting rights of shares acquired in a control-share acquisition, which may facilitate acquisitions

of significant voting power but could reduce protections available to non-acquiring stockholders.

● The

Prior Articles

did not contain a corporate opportunity waiver. Under the Second Amended and Restated Articles,

to the fullest extent permitted by Section 78.070(8) of the Nevada Revised Statutes, the

Company renounced any interest or expectancy in business opportunities presented to its stockholders,

directors, officers or their affiliates, subject to an exception for an opportunity offered

to a director or officer solely in that capacity that the Company is legally and contractually

permitted to undertake, would otherwise be reasonable for the Company to pursue, and that

the director or officer may refer to the Company without violating a legal obligation. This

change may limit the circumstances in which those persons or their affiliates must present

business opportunities to the Company, and could result in certain opportunities not being

offered to the Company.

The

foregoing description of the Second Amended and Restated Articles is qualified in its entirety by reference to the full text of the Amended

Articles, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

Exhibit

No.

Description

3.1

Second Amended and Restated Articles of Incorporation of Quality Industrial Corp. filed with the Secretary of State of the State of Nevada on October 2, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Date:

October 5, 2026

QUALITY

INDUSTRIAL CORP.

/s/

Carsten Kjems Falk

Name:

Carsten

Kjems Falk

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

FRANCISCO

V. AGUILAR

Secretary

of State

401

North Carson Street

Carson

City, Nevada 89701-4201

(775)

684-5708

Website:

www.nvsos.gov

Profit

Corporation:

Certificate

of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate

to Accompany Restated Articles or Amended and

Restated

Articles (PURSUANT TO NRS 78.403)

Officer’s

Statement (PURSUANT TO NRS 80.030)

TYPE

OR PRINT - USE DARK INK ONLY - DO NOT HIGHLIGHT

Entity information:

Name

of entity as on file with the Nevada Secretary of State:

Quality

Industrial Corp.

Entity

or Nevada Business Identification Number (NVID): NV19981215811

Restated or Amended and Restated Articles: (Select one)

(If

amending and restating only, complete section 1,2 3, 5 and 6)

☒

Certificate to Accompany Restated Articles or Amended and Restated Articles

☐

Restated Articles - No amendments; articles are restated only and are signed by an officer of the corporation who has been

authorized to execute the certificate by resolution of the board of directors adopted on:

The

certificate correctly sets forth the text of the articles or certificate as amended to the date of the certificate.

☒

Amended and Restated Articles

Restated or Amended and Restated Articles must be included with this filing type.

Type of Amendment Filing Being Completed:

(Select only one box)

(If

amending, complete section 1, 3, 5 and 6.)

☐

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.380 - Before Issuance of Stock)

The

undersigned declare that they constitute at least two-thirds of the following:

(Check only one box) ☐

incorporators ☐ board of directors

The

undersigned affirmatively declare that to the date of this certificate, no stock of the corporation has been issued

☒

Certificate of Amendment to Articles of Incorporation (Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

The

vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power,

or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required

by the provisions of the articles of incorporation* have voted in favor of the amendment is: 51.9%

☐ No action by stockholders is required, name change only.

☐

Officer’s Statement (foreign qualified entities only) -

Name

in home state, if using a modified name in Nevada:

Jurisdiction

of formation:

Changes

to takes the following effect:

☐

The entity name has been amended. ☐ Dissolution

☐ The purpose of the entity has been amended.

☐ Merger

☐ The authorized shares have been amended.

☐ Conversion

☐ Other: (specify changes)

Officer’s Statement must be submitted with either a certified copy of or a certificate evidencing the filing of any document, amendatory

or otherwise, relating to the original articles in the place of the corporations creation.

This form must be accompanied by appropriate fees.

Page 1 of 2

Revised: 9/1/2023

FRANCISCO

V. AGUILAR

Secretary

of State

401

North Carson Street

Carson

City, Nevada 89701-4201

(775)

684-5708

Website:

www.nvsos.gov

Profit

Corporation:

Certificate

of Amendment (PURSUANT TO NRS 78.380 & 78.385/78.390)

Certificate

to Accompany Restated Articles or Amended and

Restated

Articles (PURSUANT TO NRS 78.403)

Officer’s

Statement (PURSUANT TO NRS 80.030)

4. Effective Date and

Time: (Optional)

Date: Time:

(must not be later than 90 days after the certificate is filed)

5. Information Being Changed: (Domestic orporations only)

Changes to takes the following effect:

☐ The entity name has been amended.

☐ The registered agent has been changed. (attach Certificate of

Acceptance from new registered agent)

☒ The purpose of the entity has been amended.

☒ The authorized

shares have been amended.

☐ The directors, managers or general partners have been

amended.

☐ IRS tax

language has been added.

☒ Articles have been added.

☐ Articles have been deleted.

☒ Other.

The articles have been amended as follows: (provide article numbers, if

available)

See below.

(attach additional page(s) if necessary)

X /s/ Carsten Falk_____________________

Chief

Executive Officer

6. Signature:

Required)

Signature of Officer or Authorized Signer

Title

X _________________________________

Signature of Officer or Authorized Signer

Title

*If any proposed amendment would alter or change any preference or any

relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition

to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series

affected by the amendment regardless to limitations or restrictions on the voting power thereof.

Please include any required or optional information

in space below:

(attach additional page(s) if necessary)

The articles of incorporation have been amended and restated in full as set forth in Exhibit A attached hereto.

This form must be accompanied by appropriate fees.

Page 2 of 2

Revised: 9/1/2023

EXHIBIT

SECOND

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

QUALITY

INDUSTRIAL CORP.

Quality

Industrial Corp., a corporation organized and existing under the laws of the State of Nevada, hereby certifies as follows:

The name of this corporation is Quality Industrial Corp. The Articles of Incorporation of this corporation were originally filed with

the Secretary of State of Nevada on May 4, 1998 (as subsequently amended and not restated from time to time, the “Articles of Incorporation”).

The Articles of Incorporation were amended and restated by the Amended and Restated Articles of Incorporation of this corporation that

were filed with the Secretary of State of Nevada on October 5, 2011 (as subsequently amended from time to time, the “Amended and

Restated Articles of Incorporation”).

Pursuant to Section 78.403 of the Nevada Revised Statutes (“NRS”), these Second Amended and Restated Articles of Incorporation

(these “Second Amended and Restated Articles of Incorporation”) amend and restate in their entirety the Amended and Restated

Articles of Incorporation.

Pursuant to NRS Sections 78.315 and 78.390, the board of directors of this corporation duly adopted a resolution setting forth and declaring

advisable these Second Amended and Restated Articles of Incorporation and directed that the proposed amendment and restatement be submitted

to the stockholders for approval. Pursuant to NRS Sections 78.320 and 78.390, these Second Amended and Restated Articles of Incorporation

were duly adopted and approved by the holder of a majority of the voting power of the outstanding stock of this corporation entitled

to vote thereon.

The text of the Amended and Restated Articles of Incorporation is hereby amended and restated to read as follows:

ARTICLE

I. NAME

The

name of the corporation is Quality Industrial Corp. (the “Corporation”).

ARTICLE

II. REGISTERED AGENT

The

name and address of the Corporation’s registered agent in the State of Nevada is URS Agents, LLC, 4625 West Nevso Drive, Suite

2 & 3, Las Vegas, NV 89103.

ARTICLE

III. PURPOSE

The

purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of the State

of Nevada, including without limitation:

(A)

To acquire, hold, develop, operate, sell, lease, transfer, exchange, or otherwise dispose of assets, businesses, and property interests

in any jurisdiction, whether domestic or foreign, and to engage in cross-border transactions and international business activities of

any nature.

(B)

To invest in, acquire, merge with, or collaborate with entities organized under the laws of any jurisdiction.

(C)

To engage in industrial services, energy distribution, gas engineering and utility operations, green energy, biomass energy, uranium

royalties, and any other energy-related or industrial business activities.

(D)

To do all things necessary, convenient, or incidental to the accomplishment of any of the foregoing purposes.

ARTICLE

IV. CAPITAL STOCK

The

Corporation is authorized to issue two classes of shares to be designated, respectively, “Preferred Stock” and “Common

Stock.” The total number of shares of Common Stock authorized to be issued is One Billion (1,000,000,000) shares at a par value

of $0.001 per share. The total number of shares of Preferred Stock authorized to be issued is One Million (1,000,000) shares at a par

value of $0.001 per share.

(A)

Provisions Relating to the Common Stock. Each holder of Common Stock is entitled to one vote for each share of Common Stock standing

in such holder’s name on the records of the Corporation on each matter submitted to a vote of the stockholders, except as otherwise

required by law.

(B)

Provisions Relating to the Preferred Stock. The Board of Directors (the “Board”) is authorized, subject to limitations

prescribed by law and the provisions of this Article IV, to provide for the issuance of shares of Preferred Stock in one or more series,

and by filing a certificate pursuant to the applicable law of the State of Nevada to establish from time to time the number of shares

to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and

the qualifications, limitations or restrictions thereof. The authority of the Board with respect to each series shall include, but not

be limited to, determination of the following:

(1)

The number of shares constituting that series and the distinctive designation of that series;

(2)

The dividend rate on the shares of that series, whether dividends shall be cumulative, and if so, from which date or dates, and the relative

rights of priority, if any, of payment of dividends on shares of that series;

(3)

Whether that series shall have voting rights, in addition to the voting rights provided by law, and if so, the terms of such voting rights;

(4)

Whether that series shall have conversion privileges, and if so, the terms and conditions of such conversion, including provision for

adjustment of the conversion rate in such events as the Board shall determine;

(5)

Whether or not the shares of that series shall be redeemable, and if so, the terms and conditions of such redemption;

(6)

Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and if so, the terms and amount

of such sinking fund;

(7)

The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation,

and the relative rights of priority, if any, of payment of shares of that series;

(8)

Any other relative or participation rights, preferences and limitations of that series;

(9)

If no shares of any series of Preferred Stock are outstanding, the elimination of the designation, powers, preferences, and rights of

such shares, in which event such shares shall return to their status as authorized but undesignated Preferred Stock.

(C)

Existing Series of Preferred Stock. Notwithstanding the filing of these Second Amended and Restated Articles of Incorporation,

each series of Preferred Stock previously designated by the Corporation and remaining in effect immediately prior to the effectiveness

of these Second Amended and Restated Articles of Incorporation, including the Series B Convertible Preferred Stock, par value $0.001

per share, designated pursuant to the Certificate of Designation for Series B Convertible Preferred Stock filed with the Nevada Secretary

of State on September 23, 2024 (the “Existing Certificate of Designation”), shall continue as a series of the Preferred Stock

authorized hereunder, and the voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional

and other rights, and the qualifications, limitations or restrictions thereof, of such series shall be as set forth in the Existing Certificate

of Designation, which shall remain in full force and effect in accordance with its terms until amended, restated or withdrawn in accordance

with the Nevada Revised Statutes.

ARTICLE

V. BOARD OF DIRECTORS

(A)

Number. The number of directors constituting the entire Board shall be fixed from time to time by vote of a majority of the entire

Board, provided, however, that the number of directors shall not be reduced so as to shorten the term of any director at the time in

office.

(B)

Vacancies. Vacancies on the Board shall be filled by the affirmative vote of the majority of the remaining directors, though less

than a quorum of the Board, or by election at an annual meeting or at a special meeting of the stockholders called for that purpose.

(C)

Election. The election of directors need not be by written ballot.

(D)

General Corporate Authority. In furtherance and not in limitation of the powers conferred by statute, and subject to the Bylaws

adopted by the stockholders, the Board is expressly authorized to manage and direct the business and affairs of the Corporation in all

respects, including the power and authority to sell, lease or exchange all or any part of the property and assets of the Corporation,

including its goodwill and corporate franchises, upon such terms and conditions as the Board deems expedient and in the best interests

of the Corporation. The Board may authorize and consummate any sale, lease, or exchange of all or substantially all of the property and

assets of the Corporation without the vote, authorization, consent, or approval of any of the stockholders of the Corporation, notwithstanding

anything otherwise provided in Section 78.565 or any other section of the Nevada Revised Statutes or other provision of law. The Board

is further authorized to establish committees, appoint officers, enter into contracts and agreements of any nature, and take all such

other actions as the Board may determine to be necessary or appropriate to carry out the purposes of the Corporation.

ARTICLE

VI. BYLAWS

furtherance and not in limitation of the powers conferred by statute, the Board is expressly authorized to make, alter, amend or repeal

the Bylaws of the Corporation.

ARTICLE

VII. LIABILITY

the fullest extent permitted by Nevada law as the same exists or as may hereafter be amended, no director or officer of the Corporation

shall be personally liable to the Corporation or its stockholders for any damages as a result of any act or failure to act in his or

her capacity as a director or officer of the Corporation. Any amendment or repeal of this Article VII will not eliminate or reduce the

effect of any right or protection of a director or officer of the Corporation existing immediately prior to such amendment or repeal.

ARTICLE

VIII. INDEMNIFICATION

(A)

Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by Nevada law as it now exists or may

hereafter be amended, any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action,

suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person is or was a director,

officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee,

or agent of another corporation, partnership, joint venture, trust, or other enterprise.

(B)

International Activities. Without limiting the generality of Section (A) of this Article VIII, such indemnification shall extend

to actions taken in good faith in connection with the business activities of the Corporation in any jurisdiction, including actions taken

in connection with cross-border transactions, international business arrangements, and activities in foreign markets, provided that such

person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation.

(C)

Advancement of Expenses. Expenses incurred by a director or officer in defending any civil, criminal, administrative, or investigative

action, suit, or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding

upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined

that such person is not entitled to be indemnified by the Corporation.

(D)

Insurance. The Corporation may purchase and maintain insurance on behalf of any director, officer, employee, or agent of the Corporation

against any liability asserted against such person in such capacity, whether or not the Corporation would have the power to indemnify

such person under the provisions of this Article VIII or under Nevada law.

(E)

Non-Exclusivity. The indemnification and advancement of expenses provided in this Article VIII shall not be exclusive of any other

rights to which any person seeking indemnification may be entitled under any agreement, vote of shareholders or disinterested directors,

or otherwise.

ARTICLE

IX. FORUM SELECTION

Unless

the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada,

or if such court lacks subject matter jurisdiction, any other state court of competent jurisdiction in the State of Nevada, shall be

the sole and exclusive forum for:

(i)

Any derivative action or proceeding brought on behalf of the Corporation;

(ii)

Any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of the Corporation to the Corporation

or the Corporation’s stockholders;

(iii)

Any action asserting a claim arising pursuant to any provision of the Nevada Revised Statutes or these Second Amended and Restated Articles

of Incorporation or the Bylaws of the Corporation; or

(iv)

Any action asserting a claim governed by the internal affairs doctrine.

This

Article IX shall not apply to claims arising under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as

amended.

ARTICLE

X. STOCKHOLDER MEETINGS

Meetings

of stockholders may be held within or without the State of Nevada as the Bylaws may provide. The books of the Corporation may be kept

outside the State of Nevada at such place or places as may be designated from time to time by the Board or in the Bylaws of the Corporation.

Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto

is signed by stockholders holding at least a majority of the voting power, unless a greater proportion is required by law or these Second

Amended and Restated Articles of Incorporation, and such written consent is filed with the minutes of the proceedings of the stockholders.

ARTICLE

XI. AMENDMENT OF ARTICLES OF INCORPORATION

The

Corporation reserves the right to amend, alter, change or repeal any provision contained in these Second Amended and Restated Articles

of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted

subject to this reservation.

ARTICLE

XII. ACQUISITION OF CONTROLLING INTEREST

The

Corporation elects not to be governed by the terms and provisions of Sections 78.378 through 78.3793, inclusive, of the Nevada Revised

Statutes, as the same may be amended, superseded, or replaced by any successor section, statute, or provision. No amendment to these

Second Amended and Restated Articles of Incorporation, directly or indirectly, by merger or consolidation or otherwise, having the effect

of amending or repealing any provision of this Article XII shall apply to or have any effect on any transaction involving acquisition

of control by any person occurring prior to such amendment or repeal.

ARTICLE

XIII. CORPORATE OPPORTUNITY

The

Corporation hereby renounces, to the fullest extent permitted by NRS § 78.070(8), any interest or expectancy in any business

opportunity or any class or category of business opportunities that is or may be presented to any stockholder, director or officer

of the Corporation or any of their respective affiliates, including without limitation any business opportunity in any industry or

sector in which any stockholder, director or officer of the Corporation or any of its affiliates is engaged or may in the future

become engaged, and no stockholder, director or officer of the Corporation shall have any obligation to offer any such business

opportunity to the Corporation. Notwithstanding the foregoing, the doctrine of corporate opportunity shall apply with respect to any

of the directors or officers of the Corporation with respect to a corporate opportunity that was offered to such person solely in

his or her capacity as a director or officer of the Corporation and (i) such opportunity is one the Corporation is legally and

contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (ii) the director or

officer is permitted to refer that opportunity to the Corporation without violating any legal obligation.

THE UNDERSIGNED, being an authorized officer of Quality Industrial Corp. pursuant to Title 7, Chapter 78 of Nevada Revised Statutes,

hereby declare and certify, under penalties of perjury, that this is my act and deed and the facts herein stated are true, and accordingly

have hereunto set my hand this first day of October, 2026.

QUALITY INDUSTRIAL

CORP.

By: /s/

Carsten Falk

Name: Carsten

Kjems Falk

Title: Chief

Executive Officer and Interim Chief Financial Officer

GRAPHIC

Filename: ex3-1_001.jpg · Sequence: 3

Binary file (11261 bytes)

Download ex3-1_001.jpg

GRAPHIC

Filename: ex3-1_002.jpg · Sequence: 4

Binary file (35853 bytes)

Download ex3-1_002.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 20

v3.26.3

Cover

Oct. 02, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Oct. 02, 2026

Entity File Number

000-56239

Entity Registrant Name

QUALITY

INDUSTRIAL CORP.

Entity Central Index Key

0001393781

Entity Tax Identification Number

35-2675388

Entity Incorporation, State or Country Code

Entity Address, Address Line One

505

Montgomery Street

Entity Address, City or Town

San

Francisco

Entity Address, State or Province

Entity Address, Postal Zip Code

94111

City Area Code

(800)

Local Phone Number

706-0806

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration