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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, ~~2023~~2024

☐ 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.)

~~315~~505 Montgomery Street

San Francisco, CA 94104

(Address of principal executive offices) (Zip Code)

800-706-0806

(Registrant’s telephone number, including area code)

(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 the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter $42,~~201~~479,~~441~~207.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: ~~128~~140,~~026~~429,~~503~~681 common shares and 20,000 Series B shares as of April 528, ~~2024~~2025.

TABLE OF CONTENTS

PART I
ITEM 1.	BUSINESS	1
ITEM 1A.	RISK FACTORS	87
ITEM 1B.	UNRESOLVED STAFF COMMENTS	3021
ITEM 2.	PROPERTIES	30
ITEM 1C.	CYBERSECURITY RISK MANAGEMENT, STRATEGY, GOVERNANCE, AND INCIDENT DISCLOSURE	21
ITEM 3.	LEGAL PROCEEDINGS	30
ITEM 2.	PROPERTIES	22
ITEM 4.	MINE SAFETY DISCLOSURES	30
ITEM 3.	LEGAL PROCEEDINGS	22
ITEM 4.	MINE SAFETY DISCLOSURES	22
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	3123
ITEM 6.	[RESERVED]	3326
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3426
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3830
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	3830
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3830
ITEM 9A.	CONTROLS AND PROCEDURES	3830
ITEM 9B.	OTHER INFORMATION	3830
ITEM 9C.	~~Disclosure~~DISCLOSURE ~~Regarding~~REGARDING ~~Foreign~~FOREIGN ~~Jurisdictions~~JURISDICTIONS ~~that~~THAT ~~Prevent~~PREVENT ~~Inspections~~INSPECTIONS	3830
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3931
ITEM 11.	EXECUTIVE COMPENSATION	4435
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	4737
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	4738
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	4838
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	5039
ITEM 16.	10-K SUMMARY	5245
SIGNATURES		5346

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.

FORWARD-LOOKING STATEMENTS

Except for statements of historical fact, some information in this document contains “forward-looking statements” that involve substantial risks and uncertainties. You can identify these forward-looking statements by words such as “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or 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 our future expectations to our investors. However, there may be 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” and “Description of Business,” as 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 describe 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, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this registration statement are based on assumptions management believes are reasonable. 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.

PART I

ITEM 1. BUSINESS

Business Overview

WeQuality ~~changed~~Industrial ~~ownership~~Corp. ~~on May 28~~(“QIND,” ~~2022,~~“the ~~when~~Company,” ~~Ilustrato~~“we,” ~~Pictures~~“us,” ~~International~~or ~~Inc. (~~“~~ILUS~~our”) atis ~~the~~an ~~time,~~industrial ~~acquired~~company ~~77.4%~~specializing ofin the ~~outstanding~~energy ~~shares~~sector. inThrough our ~~Company. Consequently,~~operating ~~ILUS~~subsidiary, isAl ~~now~~Shola ~~able~~Al toModea ~~unilaterally~~Gas ~~control~~Distribution LLC (“ASG” or “Al Shola Gas”), we provide comprehensive solutions for the ~~election~~liquefied ofpetroleum ~~our~~gas ~~board~~(“LPG”) ofindustry. ~~directors,~~Our ~~all~~services ~~matters~~include ~~upon~~consulting, ~~which~~designing, ~~shareholder~~supplying, ~~approval~~installing, isand ~~required~~maintaining ~~and,~~LPG ~~ultimately~~systems, as well as the ~~direction~~transportation and supply of ~~our~~LPG ~~Company~~in both bulk and cylinder formats. ~~Also,~~We ~~during~~cater ~~the~~to ~~year~~a diverse range of clients, including ~~Mr. Nicolas~~commercial ~~Link~~buildings, ~~beneficial~~mixed-use ~~owner~~apartment ofcomplexes, ~~ILUS~~shopping centers, ~~was~~food ~~appointed as~~courts, ~~our~~heavy ~~Executive~~industries, ~~Chairman~~labor ofaccommodations, catering ~~the~~units, ~~Board~~commercial kitchens, Mrand dining establishments. ~~John-Paul~~ ~~Backwell~~Our ~~was~~mission ~~appointed~~is asto ~~our~~develop ~~Chief~~a ~~Executive~~next-generation ~~Officer~~industrial and ~~Mr. Carsten~~energy corporation ~~Falk~~that ~~was~~meets ~~appointed~~the asincreasing ~~our~~global ~~Chief~~demand ~~Commercial~~for ~~Officer~~high-quality, cost-effective, and sustainable energy solutions.

InASG ~~line~~is ~~with~~an ~~the~~ISO ~~change~~9001-certified incompany ~~control~~based ~~and~~in ~~business direction~~Dubai, ~~our~~United ~~Company~~Arab ~~changed its name to Quality Industrial Corp. and began trading on the OTC Market under the ticker QIND~~Emirates (“UAE”), ~~with~~offering a ~~market~~ ~~effective~~broad ~~date~~range of ~~August 4,~~specialized ~~2022. As a result of these transactions~~services, ~~Quality Industrial Corp. is a public company focused on the industrial, oil & gas and utility sectors and a subsidiary to ILUS.~~including:

AsCentral ~~of March 27, 2024, we entered into a definitive Stock Purchase Agreement (the “Stock Purchase Agreement”) with the shareholders of Al Shola Al Modea~~ Gas ~~Distribution~~Systems ~~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 Stock Purchase Agreement. Al Shola Gas is an Engineering and Distribution Company in the the liquefied petroleum gas (“LPG”) Industry in the United Arab Emirates and was established in 1980. The company is one of the region’s leading suppliers and contractors of LPG centralized pipeline systems and is approved by The General Directorate of Civil Defense, Government of Dubai, as a Central Gas Contractor and LPG Supplier.:

On- ~~April~~Design, 1supply, ~~2024~~construction, ~~after several failed effort negotiations~~operation, ~~with the purpose of restructuring the deal~~ and ~~obtaining~~maintenance ~~information~~(certified ~~from the selling shareholders of Quality International, the QI Purchase Agreement with Quality International was terminated~~ by ~~Quality International and subsequently~~ ~~cancelled~~Dubai byCivil the Board of Directors of Quality Industrial Corp. The Company is in the process of unwinding the transaction and this Form 10-K amends the Annual Report on Form 10-K of Quality Industrial for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023. Defense)

~~We are filing this Form 10~~-K toDesign ~~restate~~consultancy ~~our financial statements as of December 31, 2022, that were previously reported on the original filing~~ and ~~subsequent amendments.~~project ~~The following items have been amended to reflect the restatements:~~ management

~~Part~~- ~~II,~~Repair ~~Item 7. Management’s Discussion~~ and ~~Analysis~~preventive ~~of Financial Condition and Results of Operations~~ maintenance

~~Part~~- ~~II,~~Billing ~~Item 8. Financial Statements~~ and ~~Supplementary~~monitoring ~~Data~~ systems

~~Part~~LPG ~~IV,~~Supply ~~Item~~& ~~15. Financial Statement Schedules and Footnotes~~ Distribution:

In- ~~addition, the~~Supply ~~Company’s Auditor has provided a new Audit Report as~~ of ~~the~~LPG ~~date of this filing~~ in ~~connection~~cylinders ~~with~~and ~~this~~bulk ~~Form 10-K.~~ formats

~~Company~~LPG ~~Structure~~System ~~as of March 31, 2024~~Projects:

	Quality Industrial Corp. (QIND) Outstanding shares: 128,026,503
Ilustrato Pictures International Inc.(1)	Management	Other shareholders
60.7% ownership	13% ownership	26.3% ownership
77,669,078 votes	16,600,000 votes	33,757,425 votes

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

~~Corporate~~- ~~Office~~Installation and commissioning of LPG, propane, and synthetic natural gas (“SNG”) compatible systems

~~Our~~- ~~offices are located at 315 Montgomery Street, San Francisco, CA 94104, and our telephone number is 800~~Pressure-~~706-0806.~~reducing ~~Our website addresses are www.qualityindustrialcorp.com, https://alsholagas.ae~~ and ~~our~~distribution ~~email address is info@qualityindustrialcorp.com. Information contained on, or accessible through, the foregoing website is not a part of, and is not incorporated by reference into, this Form 10-K.~~stations

1- Gas leak detection systems

~~New~~- ~~Business~~LPG ~~Direction — Industrial & Manufacturing~~metering stations

Quality Industrial Corp. is the industrial and manufacturing subsidiary of ILUS and is focused on acquisitions in the industrial, oil & gas, and utility sectors. 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 to drive long-~~term~~ ~~value~~Vaporizer ~~creation for shareholders.~~systems

~~Employees~~- Deluge and sprinkler systems, along with other gas safety systems

We have 5 employees in QIND and approximately 96 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.1

AlASG ~~Shola~~has ~~Gas~~established ~~LLC~~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.

OnLPG ~~March 27, 2024, we entered 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 upon the execution of the definitive Stock Purchase Agreement. Al Shola Gas is an engineering and distribution company in the LPG industry in the United Arab Emirates and was established in 1980. The company is one of the region’s leading suppliers and contractors of LPG centralized pipeline systems and is approved by The General Directorate of Civil Defense, Government of Dubai, as a Central Gas Contractor and LPG Supplier.Cylinders:

AlASG ~~Shola~~operates ~~Gas~~one isof ~~ISO~~the ~~9001~~most ~~certified~~extensive ~~and~~LPG ~~offers a~~distribution ~~wide~~networks ~~range~~in ~~of services including Consultation~~Dubai, with ~~Design,~~a ~~Supply,~~fleet ~~Installation,~~of ~~Maintenance,~~56 ~~Distribution~~delivery ~~and~~trucks. ~~Commissioning~~Our ofcentralized ~~Central Gas~~call ~~Systems.~~center, ~~ASG~~supported ~~provides~~by a ~~wide~~dedicated ~~range~~administrative ofteam, ~~bespoke~~enables ~~solutions~~us ~~across~~to ~~all~~distribute over 20,000 LPG ~~related~~cylinders ~~requirements~~monthly.

~~The~~LPG ~~Parties~~Distribution ~~agreed~~– aBulk ~~“Purchase Price” of 51% shares for $10,000,000 (Ten Million USD), which is payable as follows~~Gas:

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

ASG is an approved supplier of bulk LPG, sourcing from Emirates General 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.

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

ASG does not own registered intellectual property rights. The ~~current~~Company’s ~~company~~intellectual ~~activities~~property ~~are:~~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.

1)ASG ~~CENTRAL~~has ~~GAS~~the ~~SYSTEMS~~following ~~(LPG)~~certifications:

●ISO ~~Design,~~9001 ~~Supply,~~- ~~Construction,~~Quality ~~Operation~~Management ~~and Maintenance (with DCD certification)~~System

~~● Design Consultancy & Project Management.~~2

~~● Repair and Preventive Maintenance~~Competition

●A ~~Billing~~list &of ~~Monitoring~~some ~~Systems~~of ASG’s competitors is provided below:

Royal Development for Gas Works, established in 1994, is primarily engaged in the design, supply, and installation of central gas system works throughout the UAE. Their objective is to become the leading central gas system company in the Middle East. They execute projects in accordance with applicable international standards and codes of practice. Currently, they are executing projects in the UAE, Oman, Lebanon, and Africa with a workforce of over 450 employees, including professionally trained engineers and technicians who oversee ongoing projects. The company has completed and handed over more than 2,400 projects. Royal Gas services over 1,800 projects across the UAE, including operation and maintenance as well as LPG/Propane/Butane distribution and CNG/LNG.

2)Al ~~LPG~~Fanar ~~SUPPLY & DISTRIBUTION (Cylinders & Bulk Supply)~~Gas

3)Al ~~CENTRAL~~Fanar ~~GAS~~Gas ~~SYSTEM~~is an oil and gas company in the U.A.E., specializing in distribution systems for Liquefied Petroleum Gas (LPG), ~~PROJECTS~~Synthetic Natural Gas (SNG), and Natural Gas (NG). It has been headquartered in Abu Dhabi since 1990. Al Fanar was the first company in the Emirate of Abu Dhabi to design, procure, and install a natural gas network in a residential development in the UAE.

~~Activities~~Lahej ~~include design, supply~~ & ~~installation~~Sultan ofGas ~~above & belowground LPG tanks, including all pipeline & instrumentation. ASG specializes in the installation of:~~Distribution

●Since ~~Installation~~its establishment in 1981, Lahej & ~~Commissioning~~Sultan of(L&S) ~~LPG~~has provided the following services: cleaning services, ~~Propane~~security ~~and~~services, ~~SNG~~gas ~~Compatible~~distribution, ~~Systems~~gas pipeline connections, and pest control.

●Al ~~Pressure~~Shola ~~Reducing~~Gas &LLC’s ~~Distribution~~advantages ~~Stations~~over competitors include but are not limited to:

● Over 34 years of experience within the LPG industry and an extensive track record of delivery to Central Gas ~~Leak~~customers. ~~Detection~~● ~~Systems~~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 standards

~~● LPG Metering Stations~~Employees

●We ~~Vaporizer~~have ~~Systems~~approximately 120 employees in Al Shola Gas LLC. The employees are currently not represented by a labor union or collective bargaining agreement. We believe that our relationship with our employees is good.

●Our ~~Deluge,~~Growth ~~Sprinklers systems and related Safety systems.~~Strategies

~~ASG~~We ~~designs~~plan ~~and~~to ~~develops~~pursue ~~extensive~~several ~~LPG~~strategies ~~pipeline~~to ~~networks~~grow ~~for~~our ~~Commercial Buildings~~earnings, expand ~~Mixed~~our ~~use~~market ~~Apartment~~share ~~Complexes,~~and ~~Shopping~~further ~~Complexes,~~diversify ~~Food~~our ~~Courts,~~revenue ~~Heavy Industries~~stream, ~~Labor Accommodations, Catering Units, Commercial Kitchens and Restaurants.~~including:

~~ASG~~● ~~highlights~~Increasing our margins through controllable operational initiatives: Our focus is on driving operational improvement across the ~~importance~~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 ~~safety~~reducing ~~in its~~manufacturing ~~projects~~costs aswhile ~~per~~improving the ~~norms~~value proposition for our customers. We aim to develop a companywide culture focused on continuous improvement through the implementation of measurable performance targets and ~~standards~~the ~~laid~~sharing ~~out~~of bybest ~~Dubai~~practice. ~~Civil~~We ~~Defense~~strive to identify and implement ongoing procedures and initiatives across the business to increase profitability. ~~Along~~● 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 ~~ASG’s~~a ~~projects~~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, ~~ASG~~Design, ~~issue~~Supply, ~~warranty~~Installation, Maintenance, Distribution and ~~safety~~ ~~standard~~Commissioning ~~certificates~~of asCentral ~~per~~Gas Systems. Our goal is to increase the ~~Dubai~~marketing ~~Civil~~of ~~Defense~~our ~~guidelines~~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. ~~The~~Our ~~equipment~~long-term goal is to expand into the Middle East and ~~accessories~~Africa ~~used~~where bythe ~~ASG~~Central ~~are~~Gas asSystem ~~required~~market ~~by International~~is ~~Safety~~growing ~~Standards~~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.

~~LPG~~Company ~~DISTRIBUTION~~Structure -as ~~CYLINDERS~~of December 31, 2024

ASG has one of the leading LPG distribution networks in Dubai, United Arab Emirates. Currently, the company has 56 trucks operating in Dubai. ASG’s sales team is well supported by a centralized call center and strong support team as well as administration staff. On an average, ASG distributes over 20,000 LPG Cylinders a month.

	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

~~LPG~~*Including ~~DISTRIBUTION~~20,000 –Series ~~BULK~~B ~~GAS~~shares converting at 1:100

~~ASG~~Corporate is an approved supplier for Bulk LPG in the market. The company procures its Bulk LPG from Emirates General Petroleum Corporation (EMARAT). Currently, ASG distributes over 500,000L of Bulk LPG in Dubai. As per the expansion plans ASG will be in a position to deliver over 1,000,000L of Bulk LPG every month by the end of 2024. Currently, the fleet has two 18,000L Capacity Trucks, and one 25,000L Capacity Truck for the purpose of Bulk LPG supply.Office

~~Intellectual~~Our ~~Property~~offices are located at 505 Montgomery Street, San Francisco, CA 94104, and our telephone number is 800-706-0806. Our website addresses are www.qualityindustrialcorp.com, https://alsholagas.ae and our email address is info@qualityindustrialcorp.com. Information contained on, or accessible through, the foregoing website is not a part of, and is not incorporated by reference into, this Form 10-K.

ASG does not own registered intellectual property rights. The Company’s intellectual property resides in its specific engineering processes, manpower, capability, compliance, and certifications that have made it a trusted service provider and supplier in its region.Employees

~~ASG~~We ~~has~~have ~~the~~6 ~~following~~employees in QIND and approximately 120 ~~certifications:~~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.

~~Type~~Corporate History

~~ISO~~The ~~9001~~Company -was ~~Quality~~incorporated ~~Management~~in ~~System~~the state of Nevada under the name Sensor Technologies, Inc. on 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, the Company then changed its name to Wikisoft Corp.

~~Competition~~In May 2016, the Company’s Board of Directors 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.

AOn ~~list~~April of11, ~~some~~2019, the Company entered into an Agreement and Plan of ~~ASG~~Merger (the “Merger Agreement”) with WikiSoft Acquisition Corp., a Delaware corporation which was then the Company’s wholly ~~competitors~~owned issubsidiary ~~provided~~(“Merger Sub”) and WikiSoft Corp., a privately held Delaware corporation (“WikiSoft DE”). ~~below:~~In connection with the closing of this merger transaction, Merger Sub merged with and into WikiSoft DE (the “Merger”) on April 24, 2019. Pursuant to the Merger, the Company acquired WikiSoft DE which then became its wholly owned subsidiary.

~~Royal~~On ~~Development~~March ~~Gas~~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.

~~Royal~~Wikisoft ~~Development~~Corp. ~~for~~had ~~Gas~~a ~~Works~~vision ~~was established in 1994 is principally engaged in Design, Supply and Installation of Central Gas System Works all throughout UAE with an objective~~ to become ~~the~~one ~~foremost Central Gas System Company in the Middle East, Royal Gas’s family has been an instrumental part in the growth~~ of the ~~organization. We execute~~largest ~~projects~~portals ~~based on ALL~~ of ~~the~~information ~~applicable~~for ~~international~~businesses ~~standards~~and &business ~~code of practices~~professionals. ~~Our~~Built ~~current~~on ~~projects~~open-source ~~are~~software, ~~being executed in~~ the ~~UAE,~~ ~~Oman,~~portal ~~Lebanon and Africa with a workforce of more than 450 Employees including professionally trained Engineers and Technicians are overlooking ongoing projects~~wikiprofile.com, ~~The~~was ~~Company has completed and handed over more than +2400 projects. Royal Gas is Servicing more than~~initially ~~1800~~launched ~~projects~~in ~~all~~January ~~over the UAE including Operation & Maintenance + LPG/Propane/Butane Distribution~~2018, ~~CNG,~~and ~~LNG, maintaining its status as one of~~ the ~~fastest-growing~~portal ~~Central~~was ~~Gas~~relaunched ~~Distribution~~in ~~companies~~June ~~within the region~~2021.

AlWe ~~Fanar~~changed ~~Gas~~ownership on May 28, 2022, when Ilustrato Pictures 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.

AlIn ~~Fanar~~line ~~Gas~~with isthe anchange ~~oil~~in control and ~~gas~~business ~~company~~direction, our inCompany ~~the~~changed Uits name to Quality Industrial Corp.~~A.E.’s~~ ~~leading~~with the ticker QIND, ~~specializing~~ inwith ~~distribution~~a ~~systems~~market ~~for~~effective ~~Liquefied~~date ~~Petroleum~~of ~~Gas~~August ~~(LPG)~~4, ~~Synthetic~~2022. ~~Natural~~As ~~Gas~~a ~~(SNG)~~result of ~~and~~these ~~Natural~~transactions, ~~Gas~~Quality ~~(NG)~~Industrial Corp. is a public company focused on the industrial and ~~headquartered~~energy sectors and was a subsidiary to ILUS. The Company filed articles of merger with the Secretary of State of Nevada in ~~Abu~~order ~~Dhabi~~to ~~since~~effectuate ~~1990~~a merger with our wholly owned subsidiary, Quality Industrial Corp. AlShareholder ~~Fanar~~approval was not required under Section 92A.180 of the ~~first~~Nevada ~~company~~Revised inStatutes. As part of the ~~Emirate~~merger, our board of ~~Abu~~directors ~~Dhabi~~authorized a change in our name to ~~design,~~“Quality ~~procure~~Industrial Corp.” and ~~install~~our aArticles ~~natural~~of ~~gas network~~Incorporation inhave abeen ~~residential~~amended ~~development~~to inreflect this name change. Our common stock trades under the ~~UAE~~symbol “QIND. ”

~~Lahej~~After ILUS acquired control of QIND, on May 28, 2022, ILUS 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 & ~~Sultan~~gas, ~~Gas~~petrochemical ~~Distribution~~& refinery, chemical & fertilizer, power & desalination, water & wastewater, and offshore industries.

~~Since~~On ~~its~~March ~~establishment~~9, ~~in 1981~~2023, ~~Lahej~~we &changed ~~Sultan~~our ~~(L&S)~~SIC ~~has been~~code aof ~~service~~the ~~provider~~Company to ~~for~~SIC ~~the~~3590 ~~following~~— ~~services:~~Misc. ~~Cleaning~~Industrial ~~Services,~~& ~~Security~~Commercial ~~Services,~~Machinery ~~Gas~~and ~~Distribution,~~Equipment ~~Gas~~to ~~Pipeline~~reflect ~~connection~~the ~~and Pest~~new ~~Control~~business direction.

~~Al Shola Gas LLC’s advantages over competitors include but are not limited to:~~4

●On ~~Over~~June 3422, ~~years~~2023, the board of ~~experience~~directors approved the granting of discretionary authority to the board of directors, at any time or times for a period of up to twelve months, to adopt an amendment (the “Amendment”) to the Company’s articles of incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split (the “Reverse Stock Split”) with a ratio within the ~~LPG~~range ~~industry~~of 1-for-2 to 1-for-20 (the “Reverse Stock Split Ratio”). On June 22, 2023, the Company received a written consent in lieu of a meeting by the holder of 77,669,078 shares of our common stock (the “Majority Stockholder”) authorizing the Reverse Stock Split and anReverse ~~extensive~~Stock ~~track~~Split ~~record~~Ratio for a period of ~~delivery~~up to ~~Central~~twelve ~~Gas~~months ~~customers~~conditional upon and concurrent with uplisting to a national stock exchange.

●On ~~Affiliated~~March 27, 2024, we entered 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% stake in ASG. The 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 ~~Defence~~Defense, Government of Dubai, ~~UAE,~~ as a ‘Central Gas Contractor’ and ‘LPG Supplier’.

●Al Shola Gas is ISO 9001~~-2015~~ ~~certification~~certified ~~reflects~~and ~~our~~offers ~~dedication~~a towide range ~~quality~~of ~~management~~services ~~systems~~including Consultation, ~~ensuring~~Design, ~~that~~Supply, ~~every~~Installation, ~~aspect~~Maintenance, Distribution and Commissioning of ~~our~~Central ~~operations~~Gas ~~meets~~Systems. ASG ~~the~~provides ~~most~~a ~~stringent~~wide ~~industry~~range ~~standards~~of bespoke solutions across all LPG related requirements.

4The Parties agreed a “Purchase Price” of 51% shares for $10,000,000 (Ten Million USD), which is payable as follows:

Employees

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

WePursuant ~~have~~to ~~approximately~~the 96terms ~~employees~~of inthe Stock Purchase Agreement, QIND occupies two non-paid board seats including Chairman of the Board of Al Shola Gas and one other non-paid board seat for existing Al Shola Gas ~~LLC~~shareholders. ~~The~~QIND ~~employees~~obtained ~~are~~immediate ~~currently~~control ~~not~~upon ~~represented~~execution of the Agreement. Full operational control is retained by existing shareholders and management unless the new Board of Directors determines otherwise due to a ~~labor~~breach ~~union~~of the Stock Purchase Agreement, ongoing poor performance, or ~~collective~~if ~~bargaining~~structural ~~agreement.~~changes Weare ~~believe~~recommended ~~that~~in ~~our~~line ~~relationship~~ with ~~our~~the ~~employees~~laws isgoverned ~~good~~by the Stock Purchase Agreement which will be decided and approved by the new Board of Directors of the Company.

~~Our~~On ~~Growth~~April ~~Strategies~~1, 2024, after several failed effort negotiations with the purpose of restructuring the deal and obtaining information from the selling shareholders of Quality International, the Quality International Purchase Agreement was terminated by Quality International and subsequently, the Board of Directors of the Company approved the cancellation of the agreement with Quality International that was signed on January 18, 2023, and amended on July 27, 2023.

WeOn ~~plan~~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 ~~pursue~~Fusion ~~several~~Fuel ~~strategies~~Green PLC. Fusion Fuel issued 3,818,969 Class A ordinary shares and 4,171,327 preferred shares to ~~grow~~the ~~our~~Sellers. ~~earnings~~As a result of these transactions, ~~expand~~Quality ~~our~~Industrial ~~market~~Corp. ~~share~~is ~~and~~a ~~further~~public ~~diversify~~company ~~our~~focused ~~revenue~~on ~~stream~~the industrial, ~~including:~~oil & gas and utility sectors and is a subsidiary to HTOO.

●On ~~Increasing~~April ~~our~~8, ~~margins~~2025, ~~through~~the ~~controllable~~Company ~~operational~~signed ~~initiatives:~~an ~~Our~~Amendment to ~~focus~~the isShare onPurchase ~~driving~~Agreement, ~~operational~~dated ~~improvement~~March ~~across~~27, ~~the~~2024, ~~business~~with tothe ~~increase~~shareholders ~~our~~of ~~net~~Al ~~income~~Shola ~~and~~Al ~~drive~~Modea ~~our~~Gas ~~regional~~Distribution ~~expansion~~LLC. WeThe ~~aim~~amended toShare Purchase ~~centralize~~Agreement ~~certain~~removed ~~decision-making~~the ~~procedures~~termination ~~and~~clause ~~increase~~9.14 ~~adherence~~and toamended ~~lean~~other ~~manufacturing~~clauses ~~principles~~of ~~with~~ the ~~objective~~Share ofPurchase ~~reducing~~Agreement, ~~manufacturing~~dated ~~costs~~March ~~while~~27, ~~improving the value proposition for our customers~~2024. The Weforegoing ~~aim~~description toof ~~develop~~the aAmended ~~companywide~~Share ~~culture~~Purchase ~~focused~~Agreement onis ~~continuous~~not ~~improvement~~complete ~~through~~and ~~the~~is ~~implementation~~qualified ofin ~~measurable~~its ~~performance~~entirety ~~targets~~ and ~~the~~filed ~~sharing~~as ~~of best practice~~Exhibits 2.8 ~~We strive~~ to ~~identify~~this ~~and~~form ~~implement ongoing procedures and initiatives across the business to increase profitability~~10-K.

●Smaller ~~Continue~~Reporting 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.Company

●The ~~Expand~~Company inis ~~our~~a ~~existing~~“smaller ~~customers:~~reporting ~~Our~~company” as ~~customers~~defined ~~demand~~in ~~high~~Rule ~~quality, reliable products delivered on~~12b-~~time~~2 ~~and~~under ~~within~~the ~~budget~~Exchange Act. WeThere are ~~striving~~certain ~~for~~exemptions ~~continuous~~available ~~innovation~~to ~~and~~us ~~capability~~as ~~improvement~~a insmaller ~~Consultation,~~reporting ~~Design~~company, ~~Supply,~~including: (1) ~~Installation,~~not ~~Maintenance,~~being ~~Distribution~~required ~~and~~to ~~Commissioning~~comply ofwith ~~Central~~the ~~Gas~~auditor ~~Systems.~~attestation Werequirements ~~are~~of ~~increasing~~Section 404(b) of the ~~marketing~~Sarbanes ofOxley ~~our~~Act; ~~continuously~~(2) ~~improving~~scaled ~~capability,~~executive compensation ~~state-of-~~disclosures; and (3) the~~-art~~ ~~installations~~requirement ~~with~~to aprovide ~~proven~~only ~~track~~two ~~record~~years ~~over~~of audited financial statements, instead of three ~~decades~~years. toAs long as we maintain our ~~existing~~status ~~customers~~as ina ~~order~~“smaller toreporting ~~capitalize~~company”, onthese ~~this~~exemptions ~~growth~~will ~~opportunity~~continue to be available to us.

● 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.5

●Emerging ~~Pursue~~Growth 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.Company

~~Corporate~~The ~~History~~Company qualifies as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act, it may choose to follow disclosure requirements that are scaled for newly public companies. A company qualifies as an emerging growth company if it has total annual gross revenues of less than $1.07 billion during its most recently completed fiscal year and, as of December 8, 2011, had not sold common equity securities under a registration statement.

~~The~~For ~~Company~~so ~~was~~long ~~incorporated~~as inwe ~~the~~remain ~~state~~an of“emerging ~~Nevada~~growth ~~under~~company” ~~the~~as ~~name~~defined ~~Sensor~~in ~~Technologies, Inc. on May 4, 1998. In March 2006~~ the ~~Company~~Jumpstart ~~changed~~our ~~its~~Business ~~name~~Startups toAct ~~Bixby~~of ~~Energy Systems Inc. In September 2006~~2012, or the ~~Company~~JOBS ~~changed its name to Power Play Development Corporation. In April 2007~~Act, ~~the~~we ~~Company~~may ~~changed its~~take ~~name~~advantage ~~to National League~~ of ~~Poker,~~certain ~~Inc.~~exemptions from Invarious ~~October 2007~~requirements ~~the~~that ~~Company~~are ~~changed~~applicable ~~its name back~~ to ~~Power~~public ~~Play~~companies ~~Development~~that ~~Corporation. In~~are ~~October 2011~~not ~~the~~“emerging ~~Company~~growth ~~changed its name to Bluestar Technologies, Inc~~companies.” In ~~March 2018~~particular, as ~~the~~an ~~Company~~emerging ~~then~~growth ~~changed~~company ~~its name to Wikisoft Corp.~~we:

In● ~~May 2016,~~are ~~the~~not ~~Company~~required to obtain an attestation and report from our auditors on our management’s ~~Board~~assessment of ~~Directors~~ ~~terminated~~our internal control over financial reporting pursuant to the ~~services~~Sarbanes-Oxley Act of ~~all~~2002; ~~prior~~● ~~officers~~are ~~and~~not ~~directors~~required ~~and~~to ~~the~~provide ~~board~~a ~~appointed~~detailed ~~Robert~~narrative ~~Stevens~~disclosure asdiscussing ~~the~~our ~~Board~~compensation ~~Appointed Receiver~~principles, ~~for~~objectives ~~the~~and ~~Company.~~elements ~~This~~and ~~was~~analyzing ahow ~~private~~those ~~receivership~~elements ~~where~~fit ~~the~~with ~~receiver~~our ~~was~~principles ~~appointed~~and byobjectives ~~the~~(commonly ~~board~~referred to ~~act~~as on“compensation ~~behalf~~discussion ofand ~~the Company~~analysis”); ~~and~~● noare ~~court~~not ~~filings~~required ~~were~~to ~~ever~~obtain ~~made~~a innon-binding ~~connection~~advisory ~~with~~vote ~~the~~from ~~receivership.~~our Onstockholders ~~April 16,~~on ~~2019,~~executive incompensation ~~connection~~or ~~with~~golden ~~the Merger~~parachute ~~described~~arrangements ~~below~~(commonly referred to as the “say-on-pay,” ~~Robert~~“say-on-frequency” ~~Stevens~~and ~~resigned~~“say-on-golden-parachute” votes); ● are exempt from ~~all~~certain ofexecutive ~~his~~compensation ~~positions~~disclosure ~~with~~provisions ~~the~~requiring ~~Company~~a ~~and~~pay-for-performance ~~the~~graph ~~board~~and ~~appointed~~CEO ~~receivership~~pay ~~was concluded.~~ratio Atdisclosure; ~~that~~● ~~time~~may ~~Rasmus~~present ~~Refer~~only ~~was~~two ~~appointed~~years asof ~~the~~audited ~~Company’s~~financial ~~CEO~~statements and ~~Director,~~only ~~and~~two heyears ~~resigned~~of ~~from~~related ~~such~~Management’s ~~positions~~Discussion ~~in August~~& Analysis of Financial Condition and ~~November 2020,~~Results ~~respectively.~~of OnOperations ~~August 31,~~(“MD&A”); ~~2020,~~and ~~Carsten~~● ~~Kjems~~are ~~Falk~~eligible ~~was~~to ~~appointed~~claim aslonger ~~CEO,~~phase-in ~~and~~periods ~~Paul~~for Cthe ~~Quintal was~~adoption onof ~~December 1,~~new ~~2021,~~or ~~appointed~~revised asfinancial ~~the~~accounting ~~sole~~standards ~~director~~under §107 of the ~~Company.~~JOBS Act

5Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the “Securities Act”), or such earlier time that we no longer meet the definition of an emerging growth company. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1,070,000,000 in annual revenues, have more than $700 million in market value of our Common stock held by non-affiliates, or issue more than $1.0 billion in principal amount of non-convertible debt over a three-year period. We would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which we have $1 billion in gross revenues.

OnWe ~~April 11,~~intend ~~2019,~~to ~~the~~take ~~Company~~advantage ~~entered~~of ~~into~~all of these reduced anreporting ~~Agreement~~requirements and ~~Plan~~exemptions, ofincluding ~~Merger~~the (longer phase-in periods for the ~~“Merger~~adoption ~~Agreement”)~~of ~~with~~new ~~WikiSoft~~or ~~Acquisition~~revised ~~Corp~~financial accounting standards under §107 of the JOBS Act., aThis ~~Delaware~~election ~~corporation~~allows ~~which~~us ~~was then~~to delay the ~~Company’s~~adoption ~~wholly~~of ~~owned~~new ~~subsidiary~~or ~~(“Merger~~revised ~~Sub”)~~accounting standards that have different effective dates for public and ~~WikiSoft~~private ~~Corp~~companies until those standards apply to private companies., As a ~~privately~~result ~~held~~of ~~Delaware~~this ~~corporation~~election, our financial ~~(“WikiSoft~~statements ~~DE”).~~may Innot ~~connection~~be ~~with~~comparable ~~the~~to ~~closing~~companies ofthat ~~this~~comply ~~merger~~with ~~transaction,~~public ~~Merger~~company ~~Sub~~effective ~~merged~~dates. ~~with~~Therefore, ~~and~~our ~~into~~election ~~WikiSoft~~to DEuse (the phase-in ~~“Merger”)~~periods onmay ~~April 24,~~make ~~2019.~~it ~~Pursuant~~difficult to ~~the~~compare ~~Merger,~~our ~~the~~financial ~~Company~~statements ~~acquired~~to ~~WikiSoft~~those DEof ~~which~~non-emerging ~~then~~growth ~~became~~companies ~~its~~and ~~wholly~~other ~~owned~~emerging growth ~~subsidiary~~companies that have opted out of the phase-in periods under §107 of the JOBS Act.

OnOur ~~March 19,~~independent ~~2020,~~registered ~~the~~public ~~Company~~accounting ~~entered into~~firm anwill ~~Agreement~~not ~~and~~be ~~Plan~~required ofto ~~Merger~~provide ~~(the~~an ~~“Short~~attestation ~~Form Merger~~report ~~Agreement”)~~on ~~with~~the ~~WikiSoft~~effectiveness ~~DE,~~of ~~pursuant~~our tointernal ~~which~~control itover ~~was~~financial ~~agreed that~~reporting ~~the~~so ~~Company~~long ~~would~~as we ~~merge~~qualify ~~with~~as ~~and~~an ~~into~~“emerging ~~WikiSoft~~growth DEcompany,” ~~with~~which may increase the ~~Company~~risk ~~surviving.~~that ~~Thereafter,~~weaknesses onor ~~March 25,~~deficiencies ~~2020,~~in ~~WikiSoft~~our DEinternal ~~merged~~control ~~with~~over ~~and~~financial ~~into~~reporting ~~the~~go ~~Company, with the Company (i~~undetected.e. Likewise, ~~WikiSoft~~so ~~Corp.~~long -as ~~the~~we NVqualify ~~corporation)~~as ~~surviving~~an ~~pursuant~~“emerging togrowth acompany,” ~~Certificate~~we ofmay ~~Ownership~~elect not ~~and~~to ~~Merger~~provide ~~filed~~you in with ~~Delaware~~certain ~~Secretary of State~~information, ~~whereby~~including ~~the~~certain ~~then~~financial ~~wholly~~information ~~owned~~and ~~subsidiary~~certain ~~(WikiSoft~~information ~~DE)~~regarding ~~merged~~compensation ~~with~~of ~~and into the~~our ~~Company~~executive officers, ~~with~~that ~~the~~we ~~Company~~would ~~surviving.~~otherwise Onhave ~~March 25,~~been ~~2020,~~required ~~the~~to ~~Company~~provide ~~filed Articles of Conversion~~ in ~~Nevada,~~filings ~~whereby~~we ~~the~~make ~~then subsidiary (WikiSoft DE) merged~~ with ~~and into~~ the ~~Company~~SEC, ~~with~~which ~~the~~may ~~Company~~make ~~surviving.~~it ~~Prior~~more todifficult for ~~the~~investors ~~Merger,~~and ~~the~~securities ~~Company~~analysts ~~did~~to ~~not~~evaluate ~~have~~our ~~any~~company. ~~business operations,~~We ~~and~~cannot atpredict ~~the~~if ~~closing~~investors ofwill ~~the~~find ~~Merger,~~our ~~the~~common ~~Company’s~~stock ~~business~~less ~~was~~attractive because aswe ~~described~~may inrely ~~detail~~on ~~below~~these exemptions.

~~Wikisoft~~Additional Corp. had a vision to become one of the largest portals of information for businesses and business professionals. Built on open-source software, the portal wikiprofile.com, was initially launched in January 2018, and the portal was relaunched in June 2021.Information

WeThe ~~changed~~public ~~ownership~~may onread ~~May 28,~~and ~~2022,~~copy ~~when ILUS~~any atmaterials the ~~time,~~Company files ~~acquired~~with ~~77.4% of~~ the ~~outstanding~~SEC ~~shares~~ in ~~our Company. Consequently, ILUS is now able to unilaterally control~~ the ~~election~~ ofSEC’s ~~our~~Public ~~board~~Reference ~~of directors~~Section, ~~all~~Room ~~matters~~1580, ~~upon~~100 ~~which~~F ~~shareholder~~Street ~~approval is required and~~N.E., ~~ultimately~~Washington, ~~the~~D.C. ~~direction~~20549. ofThe ~~our~~public ~~Company.~~may obtain ~~Also,~~information ~~during~~on the ~~year,~~operation ~~Mr. Nicolas~~of ~~Link,~~the ~~beneficial~~Public ~~owner~~Reference ofSection ~~ILUS,~~by ~~was~~calling ~~appointed~~the asSEC ~~our~~at ~~Executive~~1-800-SEC-0330. ~~Chairman~~Additionally, of the ~~Board,~~SEC ~~Mr. John-Paul~~maintains an ~~Backwell~~Internet ~~was~~site ~~appointed~~that ascontains ~~our~~reports, ~~Chief~~proxy ~~Executive~~and ~~Officer~~information statements, and ~~Mr. Carsten~~other ~~Falk~~information ~~resigned~~regarding asissuers ~~our~~that ~~Chief~~file ~~Executive~~electronically with ~~Officer~~the ~~and~~SEC, ~~was~~which ~~appointed as~~can ~~our~~be ~~Chief~~found ~~Commercial~~at ~~Officer~~http://www.sec.gov.

In line with the change in control and business direction, our Company changed its name to Quality Industrial Corp. with the ticker QIND, with a market effective date of August 4, 2022. As a result of these transactions, Quality Industrial Corp. is a public company focused on the industrial, oil & gas and utility sectors and a subsidiary to ILUS. The Company filed articles of merger with the Secretary of State of Nevada in order to effectuate a merger with our wholly owned subsidiary, Quality Industrial Corp. Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, our board of directors authorized a change in our name to “Quality Industrial Corp.” and our Articles of Incorporation have been amended to reflect this name change. Our common stock trades under the symbol “QIND.”6

~~After~~ITEM ~~ILUS~~1A. ~~acquired~~RISK control of QIND, on May 28, 2022, ILUS signed a binding letter of intent on June 28, 2022, for the Company to acquire control of Quality International, an international process manufacturing company, manufacturing custom solutions for the oil & gas, petrochemical & refinery, chemical & fertilizer, power & desalination, water & wastewater, and offshore industries.FACTORS

OnAn ~~March 9~~investment in our securities involves a high degree of risk. In addition to the other information contained in this prospectus, ~~2023~~prospective investors should carefully consider the following risks before investing in our securities. If any of the following risks actually occur, as well as other risks not currently known to us or that we ~~changed~~currently consider immaterial, our ~~SIC~~business, ~~code~~operating results and financial condition could be materially ofadversely affected. As a result, the ~~Company~~trading toprice ~~SIC~~of ~~3590~~our ~~— Misc~~common stock could decline, and you may lose all or part of your investment in our common stock. ~~Industrial &~~The ~~Commercial~~risks ~~Machinery~~discussed below also include forward-looking statements, and ~~Equipment~~our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” in this prospectus. In assessing the risks below, you should also refer to ~~reflect~~the other information contained in this prospectus, including the ~~new~~financial statements ~~business~~and ~~direction~~the related notes, before deciding to purchase any of our securities.

OnRisks ~~June 22,~~Relating ~~2023, the board of directors approved the granting of discretionary authority~~ to ~~the~~Macro ~~board~~Conditions of directors, at any time or times for a period of up to twelve months, to adopt an amendment (the “Amendment”) to the Company’s articles of incorporation, as amended (the “Articles of Incorporation”), to effect a reverse stock split (the “Reverse Stock Split”) with a ratio within the range of 1-for-2 to 1-for-20 (the “Reverse Stock Split Ratio”). On June 22, 2023, the Company received a written consent in lieu of a meeting by the holder of 77,669,078 shares of our common stock (the “Majority Stockholder”) authorizing the Reverse Stock Split and ~~Reverse~~Our ~~Stock Split Ratio for a period of up to twelve months conditional upon and concurrent with uplisting to a national~~Financial ~~stock exchange.~~Condition

OnWe ~~March~~have ~~27, 2024, the Company signed~~ a ~~definitive Share~~substantial ~~Purchase~~amount ~~Agreement~~of ~~with~~goodwill Alon ~~Shola~~our ~~Gas~~balance ~~LLC (“ASG”)~~sheet. ~~ASG~~Future write-offs isof angoodwill ~~Engineering~~may ~~and~~have ~~Distribution Company in~~ the ~~LPG~~effect ~~Industry in the U.A.E. and was established in 1980. The company are one~~ of ~~the~~decreasing ~~leading~~our ~~suppliers~~earnings &or ~~contractors~~increasing ofour ~~LPG centralized pipeline systems~~losses.

OnWe ~~April~~have 1,obtained ~~2024,~~growth ~~after~~through ~~several~~the ~~failed~~acquisition ~~effort~~of Al ~~negotiations~~Shola ~~with~~Gas. ~~the~~Under ~~purpose~~existing ofaccounting ~~restructuring~~standards, ~~the~~we ~~deal~~are ~~and~~required ~~obtaining~~to ~~information~~periodically ~~from~~review ~~the~~goodwill ~~selling~~assets ~~shareholders~~for ofpossible ~~Quality~~impairment. ~~International,~~ In the event QIthat ~~Purchase~~we ~~Agreement~~are ~~with~~required ~~Quality~~to ~~International~~write ~~was~~down ~~terminated~~the byvalue ~~Quality~~of ~~International~~any ~~and~~assets ~~subsequently~~under ~~the~~these ~~Board~~pronouncements, ofit ~~Directors~~may ofmaterially and adversely affect our ~~the~~operating ~~Company~~results, ~~approved~~financial condition, and the ~~cancellation~~price of ~~the~~our ~~agreement~~common ~~with~~stock. ~~Quality~~See ~~International~~the Comore ~~Ltd~~detailed ~~FZC~~discussion ~~signed~~appearing onas ~~January~~part ~~18,~~of ~~2023,~~our Management’s Discussion and ~~amended~~Analysis ~~on July~~of ~~27,~~Financial ~~2023.~~Condition ~~The~~and ~~amounts~~Results ~~labelled~~of asOperations ~~“Restated”~~and in our financial ~~statements~~footnotes. ~~represent~~The ~~the~~percentage ~~effects~~ of ~~the~~our ~~cancellation of~~goodwill ~~the~~compared ~~contract~~to ~~with~~our ~~Quality~~total ~~International~~assets Coas ~~Ltd~~of ~~FZC~~December ~~which~~31, is2024, nowas ~~longer consolidated with our financial statements~~46.4%.

6Our 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.

~~The~~Our ability to make scheduled payments on, or to refinance ~~Company~~our isobligations ~~currently~~under, ~~unwinding~~our ~~the~~debt, ~~transaction~~will depend on our financial and ~~this~~operating ~~Form~~performance, ~~10-K~~which, ~~amends~~in turn, will be subject to prevailing economic and competitive conditions and to the ~~Annual~~financial ~~Report~~and onbusiness ~~Form~~factors, ~~10-K~~many of ~~Quality~~which ~~Industrial~~may be beyond our control. We cannot assure ~~for~~you ~~the~~that ~~fiscal~~our ~~year~~business ~~ended~~will ~~December~~generate 31sufficient cash flow from operations, ~~2022~~that currently anticipated business opportunities will be realized on schedule or at all, asor ~~filed~~that ~~with~~future ~~the~~borrowings ~~Securities~~will be available to us in amounts sufficient to enable us to service our indebtedness and ~~Exchange~~any ~~Commission~~amounts onborrowed ~~March~~under 31future credit facilities, ~~2023~~or to fund our other liquidity needs.

We ~~are~~will ~~filing~~use ~~this~~cash ~~Form~~to ~~10-K~~pay tothe ~~restate~~principal and interest on our debt. These payments limit funds otherwise available for working capital, capital expenditures, acquisitions, collaborations, and ~~financial~~other ~~statements~~purposes. asAs a result of ~~December~~these 31obligations, ~~2022,~~our ~~that~~current ~~were~~liabilities ~~previously~~may ~~reported~~exceed our current assets. We may need to take on ~~the~~additional debt ~~Original~~as ~~Filing~~we ~~and~~expand ~~subsequent~~in ~~amendments~~our industry, which could increase our ratio of debt to equity. The ~~following~~need to service our debt may limit funds available ~~items~~for ~~have~~other ~~been~~purposes ~~amended~~and our inability to ~~reflect~~service debt in the ~~restatements:~~ future could lead to acceleration of our debt and foreclosure on assets.

~~Part~~We ~~II,~~cannot ~~Item~~assure 7.that ~~Management’s~~we ~~Discussion~~will ~~and~~be ~~Analysis~~able ofto ~~Financial~~refinance ~~Condition~~any of our indebtedness or obtain additional financing as well as prevailing market conditions. As a result, we could face liquidity problems and ~~Results~~might be required to dispose of ~~Operations~~ material assets or operations to meet our indebtedness service and other obligations.

~~Part~~Our IIprojections are subject to significant risks, ~~Item~~assumptions, 8estimates and uncertainties, including assumptions regarding future legislation and changes in regulations of the jurisdictions in which we operate, or seek to operate, our business. ~~Financial~~As ~~Statements~~a result, our projected revenues, market share, expenses and ~~Supplementary~~profitability ~~Data~~ may differ materially from our expectations.

~~Part~~We ~~IV,~~operate ~~Item~~in 15a rapidly evolving and highly competitive industry and our projections are subject to the risks and assumptions made by management with respect to this industry. ~~Financial~~Operating ~~Statement~~results are ~~Schedules~~difficult to forecast because they generally depend on our assessment of factors that are inherently beyond our control and ~~Footnotes~~ impossible to predict with certainty, such as the timing of the adoption of future legislation and regulations by different jurisdictions.

~~In addition~~Furthermore, ~~the~~if ~~Company’s~~we ~~Auditor~~invest ~~has~~in ~~provided~~the adevelopment of new products ~~Audit~~or distribution channels that do not achieve commercial success, whether because of competition or otherwise, we may not recover ~~Report~~the asoften material “up front” costs of developing and marketing those products and distribution channels or recover the ~~date~~opportunity cost of ~~this~~diverting ~~filing~~management inand ~~connection~~financial ~~with~~resources ~~this~~away ~~Form~~from ~~10-K~~other products or distribution channels.

~~Smaller~~Additionally, ~~Reporting~~our ~~Company~~business may be affected by reductions in customer acquisition, customer persistency and customer spending as a result of numerous factors which may be difficult to predict. This may result in decreased revenue levels, and we may 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. If actual results differ from our estimates, analysts may react negatively, and our share price could be adversely impacted.

The Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”, these exemptions will continue to be available to us.7

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

~~The~~Acquisitions ~~Company~~have ~~qualifies~~been asand anwill ~~“emerging~~continue ~~growth~~to be a significant ~~company,”~~component asof ~~defined~~our ingrowth ~~Section~~strategy. ~~2(a)(19)~~We ofseek ~~the Securities~~to ~~Act,~~identify itand complete acquisitions and may ~~choose~~continue to ~~follow~~make ~~disclosure~~strategic ~~requirements~~acquisitions. ~~that~~Our ~~are scaled~~previous ~~for~~or ~~newly~~future ~~public~~acquisitions ~~companies.~~may Anot ~~company~~be ~~qualifies~~successful asor anmay ~~emerging~~not ~~growth~~generate ~~company~~the iffinancial itbenefits ~~has~~that ~~total~~we ~~annual~~expected ~~gross~~to ~~revenues~~achieve ofat ~~less~~the ~~than~~time $1of acquisition.07 ~~billion~~In ~~during~~addition, ~~its~~there ~~most~~can ~~recently~~be ~~completed~~no ~~fiscal~~assurance ~~year~~that ~~and~~we will be able to locate suitable acquisition candidates in the future or acquire them on acceptable terms or, asbecause of ~~December~~competition 8,in ~~2011~~the marketplace and limitations imposed by the agreements governing our indebtedness or the availability of capital, ~~had~~that ~~not~~we ~~sold~~will ~~common~~be ~~equity~~able ~~securities~~to ~~under~~finance afuture ~~registration~~acquisitions. We may be unable to identify, negotiate, and complete ~~statement~~suitable acquisition opportunities on reasonable terms.

~~For~~Acquisitions soinvolve ~~long~~special asrisks, weincluding, ~~remain~~without limitation, anthe ~~“emerging~~potential ~~growth company”~~assumption asof ~~defined~~unanticipated liabilities and contingencies, difficulty in assimilating the ~~Jumpstart~~operations ~~our~~and ~~Business~~personnel of ~~Startups~~the ~~Act~~acquired businesses, disruption of ~~2012~~our existing business, ordissipation ~~the~~of ~~JOBS~~our ~~Act,~~limited wemanagement ~~may~~resources ~~take~~and ~~advantage~~impairment of ~~certain exemptions~~relationships ~~from~~with ~~various~~employees ~~requirements~~and ~~that~~customers ~~are~~of ~~applicable~~the toacquired ~~public~~business ~~companies~~as ~~that~~a ~~are~~result ~~not~~of ~~“emerging~~changes ~~growth~~in ~~companies~~ownership.” InFor ~~particular~~instance, the cancelled acquisition of asQuality anInternational ~~emerging~~on ~~growth~~April ~~company~~1, ~~we:~~2024. Such incidents can significantly affect our financial and operational outlook.

●While ~~are~~we ~~not~~believe ~~required~~that tostrategic ~~obtain~~acquisitions ancan ~~attestation and report from~~ improve our ~~auditors~~competitiveness onand ~~our~~profitability, ~~management’s~~these ~~assessment~~activities ofcould ~~our~~have ~~internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; ● are not required to provide~~ a ~~detailed~~material ~~narrative~~adverse ~~disclosure~~effect ~~discussing~~on our ~~compensation principles~~business, ~~objectives~~financial ~~and~~condition, ~~elements~~ and operating ~~analyzing~~results. ~~how~~We ~~those~~may ~~elements~~incur ~~fit~~significant ~~with~~costs ~~our~~such ~~principles~~as ~~and~~transaction ~~objectives~~fees, ~~(commonly~~professional ~~referred~~service tofees ~~as “compensation discussion~~ and ~~analysis”);~~other ●costs ~~are~~related ~~not required~~ to ~~obtain~~future acquisitions. aWe ~~non-binding~~may ~~advisory~~also ~~vote~~incur ~~from~~integration ~~our~~costs ~~stockholders~~following onthe ~~executive~~completion ~~compensation~~of orany ~~golden~~such ~~parachute~~acquisition ~~arrangements~~as ~~(commonly~~we ~~referred~~integrate ~~to as~~ the ~~“say-on-pay,”~~acquired ~~“say-on-frequency”~~business with ~~and~~the ~~“say-on-golden-parachute”~~rest ~~votes);~~of ●our ~~are~~Company. ~~exempt~~Although ~~from~~we ~~certain~~expect ~~executive~~that ~~compensation~~the ~~disclosure~~realization ~~provisions requiring a pay-for-performance graph and CEO pay ratio disclosure; ● may present only two years~~ of ~~audited~~efficiencies ~~financial~~related ~~statements~~to ~~and~~the ~~only~~integration ~~two years~~ of ~~related~~any ~~Management’s~~acquired ~~Discussion~~businesses will &offset ~~Analysis~~the ofincremental ~~Financial~~transaction ~~Condition~~ and ~~Results~~acquisition-related ofcosts ~~Operations~~over ~~(“MD&A”);~~time, ~~and~~this ●net ~~are~~financial ~~eligible~~benefit tomay ~~claim~~not ~~longer~~be ~~phase-~~achieved in ~~periods for~~ the near ~~adoption~~term ~~of new~~ or ~~revised~~at ~~financial accounting standards under §107 of the JOBS Act~~all.

7Risks 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.

~~Under~~The ~~the~~effects ~~JOBS~~of ~~Act,~~climate wechange ~~may~~create ~~take~~short ~~advantage~~and ~~of the above~~long-~~described~~term financial ~~reduced~~risks ~~reporting~~to ~~requirements~~our ~~and~~business, ~~exemptions~~both ~~for~~in upthe toUAE ~~five~~and ~~years~~globally. ~~after~~We ~~our~~have ~~initial~~significant ~~sale~~operations oflocated ~~common~~in ~~equity~~regions ~~pursuant~~that tohave been, and may ain ~~registration~~the ~~statement~~future ~~declared~~be, ~~effective~~exposed ~~under~~to ~~the~~significant ~~Securities~~weather ~~Act~~events ofand ~~1933,~~other asnatural ~~amended~~disasters. ~~(the~~Climate ~~“Securities~~related ~~Act”),~~changes orcan ~~such~~increase variability ~~earlier~~in ~~time~~or ~~that~~otherwise weimpact nonatural ~~longer~~disasters, ~~meet~~including weather patterns, with the ~~definition~~potential offor anincreased ~~emerging~~frequency ~~growth~~and ~~company.~~severity Inof ~~this~~significant weather ~~regard~~events (e.g., ~~the~~flooding, ~~JOBS~~hurricanes, ~~Act~~and ~~provides~~tropical ~~that~~storms), wenatural ~~would cease~~hazards to(e.g., beincreased anflooding ~~“emerging~~risk), ~~growth~~rising ~~company”~~mean iftemperature and wesea ~~have~~levels, ~~more~~and ~~than~~long-term ~~$1,070,000,000~~changes in ~~annual~~precipitation ~~revenues~~patterns (e.g., ~~have~~drought, ~~more~~desertification, ~~than~~and/or ~~$700~~poor ~~million~~water quality). We expect inclimate ~~market~~change ~~value~~could ofaffect our ~~Common~~facilities, ~~stock~~operations, ~~held~~employees, byand ~~non-affiliates,~~communities orin ~~issue~~the ~~more~~future, ~~than~~particularly ~~$1.0~~at ~~billion~~facilities in ~~principal~~coastal areas ~~amount~~and ofareas ~~non-convertible~~prone ~~debt over~~to aextreme ~~three-year~~weather ~~period~~events and water scarcity. WeOur ~~would~~suppliers ~~cease~~are toalso besubject anto ~~emerging~~natural ~~growth~~disasters ~~company~~that oncould ~~the~~affect their ~~last~~ability ~~day~~to ofdeliver ~~the~~or ~~fiscal~~perform ~~year~~under ~~following~~our ~~the~~contracts, ~~date~~including ofas ~~the fifth~~a ~~anniversary~~result of ~~our~~disruptions ~~first~~to ~~sale~~their ofworkforce ~~common~~and ~~equity~~critical ~~securities~~infrastructure. Disruptions ~~under~~also animpact ~~effective~~the ~~registration~~availability ~~statement~~and orcost aof ~~fiscal~~materials ~~year~~needed infor ~~which~~manufacturing ~~we have~~and $1could ~~billion~~increase ininsurance ~~gross~~and ~~revenues~~other operating costs.

WeIncreased ~~intend~~worldwide focus on climate change has led to ~~take~~legislative ~~advantage~~and ofregulatory ~~all~~efforts ofto ~~these~~combat ~~reduced reporting~~both ~~requirements~~potential causes and ~~exemptions~~adverse impacts of climate change, including ~~the~~regulation ~~longer~~of ~~phase-in~~greenhouse gas ~~periods~~emissions. ~~for~~New ~~the~~or ~~adoption~~more ofstringent ~~new~~laws orand ~~revised~~regulations ~~financial~~related ~~accounting standards~~to ~~under~~greenhouse ~~§107~~gas ofemissions ~~the~~and ~~JOBS~~other ~~Act.~~climate ~~This~~change ~~election~~related ~~allows~~concerns may adversely affect us, toour ~~delay~~suppliers, ~~the~~and ~~adoption~~our customers. Some of ~~new~~our orfacilities ~~revised~~are, ~~accounting~~for ~~standards~~example, ~~that~~engaged in manufacturing processes ~~have~~that ~~different~~produce ~~effective~~greenhouse ~~dates~~gas ~~for~~emissions, ~~public~~including ~~and~~carbon ~~private~~dioxide, ~~companies~~or ~~until~~rely ~~those~~on ~~standards~~products ~~apply~~from toothers ~~private~~that ~~companies~~do so. AsWe ahave ~~result~~worked offor ~~this~~years ~~election~~to reduce our reliance on fossil-based energy sources, to decrease our ~~financial~~greenhouse ~~statements~~gas ~~may~~emissions, ~~not~~to bereduce ~~comparable~~our consumption of water and production of waste, and to ~~companies~~ensure ~~that~~our ~~comply~~compliance with ~~public~~environmental ~~company~~regulations ~~effective~~where ~~dates.~~we ~~Therefore~~operate, enhancing our record of environmental ~~election~~sustainability. toHowever, ~~use~~new, ~~the~~and ~~phase-in~~evolving ~~periods~~laws ~~may~~and ~~make~~regulations itcould ~~difficult~~mandate different or more restrictive standards, could require capital investments to ~~compare~~transition to low carbon technologies, could adversely impact our ~~financial~~ongoing ~~statements~~operations, toand ~~those~~could ofrequire ~~non-emerging~~changes ~~growth~~on ~~companies~~a more accelerated time frame. Our suppliers may face similar challenges and ~~other~~incur ~~emerging~~additional ~~growth~~compliance ~~companies~~costs that ~~have~~are ~~opted~~passed ~~out~~on ofto ~~the~~us. ~~phase-in~~These direct ~~periods~~and ~~under~~indirect ~~§107~~costs ofmay ~~the~~adversely ~~JOBS~~impact ~~Act~~our results.

~~Our independent~~We ~~registered~~may ~~public accounting firm will not~~ be ~~required~~adversely toaffected ~~provide~~by ~~an attestation report on~~ the ~~effectiveness~~effects 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 undetectedinflation. 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.

~~Additional~~Inflation ~~Information~~in wages, materials, parts, equipment, and other costs has the potential to adversely affect our results of operations, cash flows and financial position by increasing our overall cost structure, particularly if we are unable to achieve commensurate increases in the prices, we charge our customers for our products and services. In addition, the existence of inflation in the economy has the potential to result in higher interest rates, which could result in higher borrowing costs, supply shortages, increased costs of labor, weakening exchange rates and other similar effects. We have currently experienced inflationary pressures on its supply chain due to increased shipping costs, increased energy prices for manufacture of our commercial products as well as increased prices from suppliers 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 operating margins, and overall financial performance.

~~The~~We ~~public~~are ~~may~~dependent ~~read and copy any materials the Company files with the SEC in the SEC’s Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C. 20549. The public may obtain information~~ on the ~~operation~~availability of ~~the~~raw ~~Public Reference Section by calling the SEC at 1-800-SEC-0330. Additionally~~materials, ~~the SEC maintains an Internet site that contains reports~~parts, ~~proxy~~ and ~~information statements, and other information regarding issuers that file electronically~~ ~~with~~components ~~the~~used ~~SEC,~~in ~~which~~our ~~can be found at http://www~~products.~~sec.gov.~~

~~ITEM~~While 1Awe 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. ~~RISK~~The availability ~~FACTORS~~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.

An investment in our securities involves a high degree of risk. In addition to the other information contained in this prospectus, prospective investors should carefully consider the following risks before investing in our securities. If any of the following risks actually occur, as well as other risks not currently known to us or that we currently consider immaterial, our business, operating results and financial condition could be materially adversely affected. As a result, the trading price of our common stock could decline, and you may lose all 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 “Cautionary Note Regarding Forward-Looking Statements” in this prospectus. In assessing the risks below, you should also refer to the other information contained in this prospectus, including the financial statements and the related notes, before deciding to purchase any of our securities.8

8Increases in the price of commodities could impact the cost or price of our products, which could impact our ability to sustain and grow earnings.

~~Risks~~Our ~~Relating~~manufacturing processes consume significant amounts of raw materials, the costs of which are subject to ~~Macro~~worldwide ~~Conditions~~supply and ~~Our~~demand factors, as well as other factors beyond our control. ~~Financial~~Raw ~~Condition~~material price fluctuations may adversely affect our results. We purchase, directly and indirectly through component purchases, significant amounts of plastic, aluminium, steel, and other raw materials. In the past raw material prices have experienced volatility which has been unforeseen and unexpected. Commodity pricing has fluctuated over the past few years and may continue to do so in the future. Such fluctuations could have a material effect on our results of operations, balance sheets and cash flows and impact the comparability of our results between financial periods.

~~Our~~We ~~ability~~may tobe ~~generate~~subject ~~the significant amount of cash needed~~ to ~~service~~loss ~~our~~in ~~debt~~market ~~obligations~~share and ~~our~~market ~~ability~~acceptance ~~to refinance all or~~ as a ~~portion~~result of ~~our~~performance ~~indebtedness~~failures, ormanufacturing ~~obtain~~errors, ~~additional financing depends on many factors~~delays, ~~many~~or ~~of which may be beyond our control~~shortages.

~~Our~~There ~~ability~~is toa ~~make~~risk ~~scheduled payments on~~that, orfor ~~to refinance~~unforeseen ~~our obligations under~~reasons, ~~our~~we ~~debt,~~may need ~~will~~to ~~depend~~repair onor ~~our~~replace ~~financial~~products ~~and operating performance, which,~~ in ~~turn~~use, ~~will~~or bereimburse ~~subject~~customers ~~to prevailing~~for ~~economic~~products ~~and~~that ~~competitive~~fail ~~conditions and~~ to ~~the~~work ~~financial~~or ~~and~~meet ~~business~~strict ~~factors,~~performance ~~many of which may be beyond our control~~criteria. We ~~cannot~~To ~~assure you that our business will generate sufficient cash flow from operations~~date, ~~that~~we ~~currently~~have ~~anticipated~~encountered ~~business~~some ~~opportunities will~~product befailures ~~realized~~related onto ~~schedule~~electronic orand atmechanical ~~all,~~components ~~or that future borrowings will be available to us~~ in ~~amounts~~equipment ~~sufficient~~and tovehicles. ~~enable~~These ~~us to service~~are ~~our~~either ~~indebtedness~~repaired ~~and~~under ~~any~~warranty, ~~amounts~~at ~~borrowed~~a ~~under~~cost ~~future~~to ~~credit~~the ~~facilities~~customer, or tothrough ~~fund~~a ~~our~~relevant ~~other~~maintenance ~~liquidity needs~~agreement.

WeOther ~~will~~disruptions ~~use~~in ~~cash~~the tosupply ~~pay~~chain ~~the~~process ~~principal~~or ~~and interest~~product onsales ~~our~~and ~~debt.~~fulfilment ~~These~~systems ~~payments limit funds otherwise available~~ for ~~working~~any ~~capital~~reason, ~~capital~~including ~~expenditures,~~equipment ~~acquisitions~~malfunction, ~~collaborations, and~~failure ~~other~~to ~~purposes.~~follow Asspecific aprotocols ~~result~~and ofprocedures, ~~these~~supplier facility ~~obligations~~shut-downs, ~~our~~defective ~~current~~raw ~~liabilities~~materials, ~~may~~wars ~~exceed~~and ~~our~~conflict, ~~current~~natural ~~assets.~~disasters Wesuch ~~may~~as ~~need~~hurricanes, totornadoes ~~take~~or onwildfires, ~~additional~~property ~~debt~~damage asfrom weriots, ~~expand~~and inother ~~our~~environmental ~~industry,~~factors ~~which~~and ~~could~~the ~~increase~~impact ~~our ratio~~ of ~~debt~~epidemics toor ~~equity.~~pandemics, ~~The~~such ~~need~~as toCovid-19, ~~service~~and ~~our~~actions ~~debt~~by ~~may limit funds available~~businesses, ~~for~~communities ~~other purposes~~ and ~~our~~governments ~~inability to service debt~~ in ~~the~~response, ~~future~~ could lead to ~~acceleration~~launch ofdelays, ~~our~~product ~~debt~~shortage, unanticipated costs, lost revenues and ~~foreclosure~~damage to onour ~~assets~~reputation.

We ~~cannot~~have ~~assure~~taken ~~that~~steps weto ~~will~~limit beremedies ~~able~~for toproduct ~~refinance~~failure ~~any~~to the repair or replacement of ~~our~~malfunctioning ~~indebtedness~~or non-compliant products or ~~obtain~~services ~~additional~~and ~~financing~~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 ~~prevailing~~limitations ~~market~~on ~~conditions~~our aggregate liability. AsFrom atime ~~result~~to time, in certain sales transactions, we ~~could~~may ~~face~~negotiate liability ~~liquidity~~provisions that vary from such standard forms. There is a risk that our contractual provisions may not adequately minimize our ~~problems~~product and ~~might~~related liabilities or that such provisions may be ~~required~~unenforceable. We intend to ~~dispose~~carry ofproduct ~~material~~liability ~~assets~~insurance, but the coverage we secure may not be adequate to cover potential claims. Moreover, to the extent we have to repair, reimburse, or ~~operations~~expend funds to ~~meet~~cover customer service issues, our ~~indebtedness~~results ~~service~~of ~~and~~operations ~~other~~will ~~obligations~~be negatively affected.

~~Our~~The ~~projections~~markets ~~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, orare ~~seek~~highly tocompetitive ~~operate,~~which ~~our~~could reduce ~~business.~~sales ~~As a result, our projected revenues, market share, expenses~~ and ~~profitability~~operating ~~may differ materially from our expectations~~margins.

WeMost ~~operate~~of inour aproducts ~~rapidly~~are ~~evolving~~sold ~~and~~in ~~highly~~ competitive markets. ~~industry~~Maintaining and ~~our~~improving ~~projections~~a ~~are~~competitive ~~subject~~position towill ~~the~~require ~~risks~~continued ~~and~~investment ~~assumptions~~in ~~made~~manufacturing, byengineering, ~~management~~quality ~~with~~standards, ~~respect~~marketing, customer toservice ~~this~~and ~~industry.~~support ~~Operating~~and ~~results are~~distribution ~~difficult~~networks. toWe ~~forecast~~may ~~because~~not ~~they~~be ~~generally~~successful ~~depend~~in onmaintaining our ~~assessment~~competitive ofposition. ~~factors~~Our competitors may develop products and methods that are ~~inherently~~more ~~beyond~~efficient ~~our~~or ~~control~~may ~~and~~adapt ~~impossible~~quicker to new technologies or evolving customer requirements. We may not be able to ~~predict~~compete successfully with ~~certainty,~~existing ~~such~~competitors asor with new competitors. Pricing pressures may require us to adjust the ~~timing~~prices of ~~adoption~~products ofto ~~future~~stay ~~legislation~~competitive. ~~and~~Failure ~~regulations~~to bycontinue ~~different~~competing ~~jurisdictions~~successfully could reduce sales, operating margins, and overall financial performance.

~~Furthermore,~~Our ifbusiness weoperations ~~invest in the development of new products or distribution channels that do not achieve commercial success, whether because of competition or otherwise, we~~ may ~~not~~be ~~recover~~adversely ~~the~~affected ~~often~~by ~~material “up~~information ~~front”~~systems ~~costs~~interruptions ~~of developing and marketing those products and distribution channels~~ or ~~recover~~cybersecurity ~~the opportunity cost of diverting management and financial resources away from other products or distribution channels~~intrusions.

~~Additionally~~We depend on various information technologies to administer, store, ~~our~~and support multiple business ~~may~~activities. beIf ~~affected~~these bysystems ~~reductions~~are damaged, cease to function properly or are subject to cyber-security inattacks, ~~customer~~such ~~acquisition~~as those involving unauthorized access, ~~customer~~malicious ~~persistency~~software and/or ~~customer~~other ~~spending~~intrusions, aswe acould ~~result~~experience ofproduction ~~numerous~~downtimes, operational ~~factors~~delays, ~~which~~other ~~may~~detrimental beimpacts ~~difficult~~on operations or the ability to ~~predict.~~provide products and services to its customers, the compromising ~~This~~of ~~may~~confidential ~~result~~or inotherwise ~~decreased~~protected ~~revenue~~information, ~~levels~~destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, penalties, fines and/or damage weto ~~may~~our bereputation. ~~unable~~We attempt to ~~adopt~~mitigate ~~timely~~these risks by employing a number of measures, toincluding ~~compensate~~the ~~for~~retained ~~any~~services ~~unexpected~~of ~~shortfall~~an inIT ~~income.~~Manager ~~Our~~to ~~profitability~~assist ~~projections~~QIND ~~make~~with ~~numerous~~cyber ~~assumptions~~security ~~about~~expertise, and who reports directly to our management team overseeing the ~~expected~~parent ~~future~~company and ~~levels~~its subsidiaries regarding employee training, technical security controls and maintenance of ~~various~~backup ~~expense~~and ~~items~~protective systems. ~~Historically~~Despite ~~most~~our ofefforts to mitigate these ~~expense~~risks, ~~items~~our ~~have~~systems, ~~been~~networks, ~~relatively~~products, ~~stable~~and orservices ~~predictable~~remain ~~either~~potentially invulnerable ~~absolute~~to ~~terms~~known or inunknown ~~relation~~threats, any toof ~~revenue~~which ~~but~~could ~~there~~have ~~is no~~a ~~certainty~~material ~~that~~adverse ~~such~~effect ~~stability~~on the Company and its financial condition or ~~predictability~~results ~~will~~of ~~continue~~operations. ~~into~~Further, given the ~~future.~~unpredictability, ~~These~~nature, ~~inabilities~~and ~~could~~scope ~~cause~~of ~~our~~cyber-security ~~operating~~attacks, ~~results in~~it ais ~~given~~possible ~~period~~that topotential bevulnerabilities ~~higher~~could orgo ~~lower~~undetected ~~than~~for an ~~expected~~extended period. IfWe ~~actual~~have ~~results~~currently ~~differ~~not ~~from~~been subject to cybersecurity breaches in our ~~estimates~~supply chain, ~~analysts~~software, ~~may~~or ~~react~~services ~~negatively,~~used ~~and~~in our products, services, or business. A severe future cybersecurity incident in our ~~share~~supply ~~price~~chain could behowever ~~adversely~~reduce ~~impacted~~sales, operating margins, and overall financial performance.

IfOur welong-term ~~are~~success ~~unable~~depends, toin ~~successfully identify~~part, ~~complete~~on ~~and~~our ~~integrate~~ability to operate ~~acquisitions~~and expand internationally, and our ~~results~~business ofis ~~operations~~susceptible ~~could~~to berisks ~~adversely~~associated ~~affected~~with international operations.

~~Acquisitions~~Currently, ~~have~~we ~~been~~only ~~and~~maintain ~~will~~operations ~~continue~~in tothe beUnited aArab ~~significant~~Emirates, ~~component~~and ofplan ~~our~~to ~~growth~~continue ~~strategy.~~our Weefforts ~~seek~~ to ~~identify~~expand ~~and~~globally, ~~complete~~in ~~acquisitions~~jurisdictions ~~and~~where ~~may~~we ~~continue~~do tonot ~~make~~currently ~~strategic acquisitions~~operate. ~~Our~~ ~~previous~~We orexpect ~~future~~international operations ~~acquisitions~~and ~~may~~export ~~not~~sales beto ~~successful~~continue orto ~~may~~constitute ~~not generate~~ the ~~financial~~majority ~~benefits~~of ~~that~~our wesales ~~expected~~and toassets ~~achieve~~in at the ~~time~~ offoreseeable ~~acquisition~~future. InManaging ~~addition~~a global organization is difficult, ~~there~~time ~~can~~consuming beand noexpensive, ~~assurance~~and ~~that~~any weinternational ~~will~~expansion beefforts ~~able~~that towe ~~locate~~undertake ~~suitable~~may ~~acquisition~~not ~~candidates~~be profitable in the ~~future~~ near or ~~acquire~~long ~~them~~term. onAlthough ~~acceptable~~we ~~terms~~have ~~or,~~operating ~~because~~experience ~~of competition~~ in ~~the~~many ~~marketplace~~foreign ~~and~~jurisdictions, ~~limitations~~we ~~imposed~~must bystill ~~the~~continue ~~agreements~~to ~~governing~~make significant ~~our~~investments ~~indebtedness~~to orbuild ~~the~~our ~~availability~~international ofoperations. ~~capital,~~Our ~~that~~sales wefrom ~~will~~international beoperations ~~able~~and tosales ~~finance~~from ~~future~~export ~~acquisitions.~~are Weboth ~~may~~subject bein ~~unable~~varying degrees to ~~identify,~~risks ~~negotiate, and~~inherent ~~complete~~in ~~suitable~~doing ~~acquisition~~business ~~opportunities~~outside onthe ~~reasonable~~United ~~terms~~States. These risks include the following:

~~Acquisitions~~● ~~involve~~Costs, ~~special~~ risks, ~~including, without~~and ~~limitation~~uncertainties associated with tailoring our services in international jurisdictions as needed to better address both the needs of customers, and the ~~potential~~threats ~~assumption~~of local competitors. ● Risks of ~~unanticipated~~economic ~~liabilities~~instability, including due to inflation. ● Uncertainties in forecasting revenues and ~~contingencies,~~expenses ~~difficulty~~in markets where we have not previously operated. ● Costs and risks associated with local and national laws and regulations governing the industries in ~~assimilating~~which we operate, health and safety, climate change and sustainability, and labor and employment. ● Operational and compliance challenges caused by distance, language, and cultural differences. ● Costs and risks associated with compliance with international tax laws and regulations. ● Costs and risks associated with compliance with the ~~operations~~ U.S. Foreign Corrupt Practices Act and ~~personnel~~other oflaws in the ~~acquired~~United ~~businesses~~States related to conducting business outside the United States, ~~disruption~~as well as the laws and regulations of ~~our~~non-U.S. ~~existing~~jurisdictions governing bribery and other corrupt business activities. ● Costs and risks associated with human trafficking, ~~dissipation~~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 ~~limited~~online ~~management~~business ~~resources~~practices. ● Currency exchange rate fluctuations and ~~impairment of~~restrictions on currency repatriation. ● Competition with companies that understand the local market better than we do or that have preexisting relationships with ~~employees~~regulators and customers ofin those markets. ● Adverse effects resulting from the ~~acquired~~United ~~business~~Kingdom’s exit from the European Union (commonly known as a“Brexit”) ~~result~~● ofReduced ~~changes~~or varied protection for intellectual property rights in ~~ownership~~some countries ● Disruption of operations from labor and political disturbances. ~~For~~● ~~instance,~~Withdrawal wefrom ~~cancelled the~~or ~~acquisition~~renegotiation ~~with~~of ~~Quality~~international ~~International~~trade agreements and other restrictions on ~~March~~the 31trade between the United States and other countries ● Changes in tariff and trade barriers; and ● Geopolitical events, ~~2024.~~including ~~Such~~natural ~~incidents~~disasters, ~~can~~climate ~~significantly~~change, ~~affect~~public ~~our~~health ~~financial~~issues, political instability (such as war between Ukraine and ~~operational~~Russia), ~~outlook~~terrorism, insurrection, or war.

~~While~~Entry weinto ~~believe~~certain ~~that~~transactions ~~strategic~~with ~~acquisitions~~foreign ~~can~~entities ~~improve~~now ~~our~~or ~~competitiveness~~in ~~and~~the ~~profitability,~~future ~~these~~may ~~activities~~be ~~could~~subject ~~have~~to agovernment ~~material~~regulations, ~~adverse~~including ~~effect~~review onrelated ~~our~~to ~~business,~~foreign ~~financial~~direct ~~condition, and~~investment ~~operating~~by ~~results~~U.S. Weor ~~may~~foreign government ~~incur~~entities. ~~significant~~If ~~costs~~a ~~such as~~ transaction ~~fees,~~with ~~professional~~a ~~service~~foreign ~~fees~~entity ~~and~~is ~~other~~subject ~~costs related~~ to ~~future~~ ~~acquisitions.~~regulatory Wereview, ~~may also incur integration costs following the completion of any~~ such ~~acquisition~~regulatory asreview wemight ~~integrate~~limit ~~the acquired business with the rest of~~ our ~~Company. Although we expect that the realization of efficiencies related~~ ability to ~~the~~enter ~~integration~~into ~~of any acquired businesses will offset~~ the ~~incremental~~desired ~~transaction~~strategic alliance and ~~acquisition-related~~thus ~~costs~~our ~~over~~ability ~~time,~~to ~~this~~carry ~~net~~out ~~financial~~our ~~benefit may not be achieved in the near~~ long-term, orbusiness ~~at all~~strategy.

~~Our~~Operating ~~business~~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 benot ~~adversely~~produce ~~affected~~desired bylevels ~~information~~of revenue or profitability and could instead result in increased costs without a corresponding ~~systems~~benefit. ~~interruptions~~We cannot guarantee that our international operations or ~~cybersecurity~~expansion ~~intrusions~~efforts will be successful.

WeAny ~~depend~~of ~~on various information technologies to administer, store, and support multiple business activities. If~~ these ~~systems~~events ~~are~~as ~~damaged,~~well ~~cease to function properly or are subject to cyber-security attacks, such~~ as ~~those~~related ~~involving~~events ~~unauthorized access, malicious software and/or other intrusions, we could experience~~not ~~production downtimes~~aforementioned, operational delays, other detrimental impacts on operations or the ability to provide products and services to its customers, the compromising of confidential or otherwise protected information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business or potential liability, penalties, fines and/or damage to our reputation. We attempt to mitigate these risks by employing a number of measures, including an IT manager employed by ILUS to assist QIND with cyber security expertise, and who reports directly to our management team overseeing the parent company and its subsidiaries regarding employee training, technical security controls and maintenance of backup and protective systems. Despite our efforts to mitigate these risks, our systems, networks, products, and services remain potentially vulnerable to known or unknown threats, any of which could have a ~~material~~materially adverse ~~effect~~impact on ~~the~~our Company and its ~~financial condition or 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.

~~Our long-term success depends, in part, on our ability to operate and expand internationally, and our business is susceptible to risks associated with international operations.~~10

~~Currently,~~Uncertainty werelated ~~only~~to ~~maintain~~environmental ~~operations~~regulation ~~in the United Arab Emirates,~~ and ~~plan~~industry ~~to continue our efforts to expand globally~~standards, ~~in jurisdictions where we do not currently operate. We expect international~~ ~~operations~~as ~~and~~well ~~export~~as ~~sales~~physical torisks ~~continue to constitute the majority~~ of ~~our~~climate ~~sales and assets in the foreseeable future. Managing a global organization is difficult~~change, ~~time~~could ~~consuming~~impact 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~~results ~~operations.~~of ~~Our sales from international~~ operations and ~~sales~~financial ~~from export are both subject in varying degrees to risks inherent in doing business outside the United States~~position. ~~These risks include the following:~~

●Increased ~~Costs,~~public awareness and concern regarding environmental risks, including global climate change, may result in more international, regional and/or ~~uncertainties~~federal ~~associated~~requirements ~~with~~or ~~tailoring~~industry standards to reduce or mitigate global warming and other environmental risks. New climate change laws and regulations could require us to change our manufacturing ~~services~~processes inor ~~international~~obtain substitute materials that may cost more or be less available for its manufacturing operations. Various jurisdictions asin ~~needed~~which towe ~~better~~do ~~address~~business ~~both~~have implemented, or in the ~~needs~~future could implement or amend, restrictions on emissions of ~~customers~~carbon dioxide or other greenhouse gases, limitations or restrictions on water use, the production of single use plastics, regulations on energy management and waste management and other climate change-based rules and regulations, which may increase our expenses and adversely affect its operating results. In addition, the ~~threats~~physical risks of ~~local~~climate ~~competitors~~change may impact the availability and cost of materials, sources and supply of energy, product demand 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 complexity of matters that we are required to control, assess, and report. If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational restrictions and compliance requirements upon us, our suppliers, our customers, or our products, or our operations are disrupted due to physical impacts of climate change on us, our customers or our suppliers, our business, results of operations and financial condition could be adversely impacted.

●Significant ~~Risks~~fluctuations ofin ~~economic~~foreign ~~instability,~~currency ~~including~~exchange ~~due~~rates tomay ~~inflation~~harm our financial results.

●We ~~Uncertainties~~are exposed to fluctuations in ~~forecasting~~foreign ~~revenues~~currency exchange ~~and~~rates, ~~expenses~~however not with respect to the UAE which is pegged to the U.S. dollar. Any significant change in ~~markets~~the ~~where~~value of the currencies of the countries in which we ~~have~~might do business against not ~~previously~~pegged ~~operated~~to the U.S. dollar could affect our ability to sell products competitively and control its cost structure, which could have a material adverse effect on our results of operations.

10A significant or sustained decline in commodity prices including gas could negatively impact the levels of expenditures by certain company customers.

●Demand ~~Costs~~for ~~and~~our ~~risks~~products ~~associated~~depends, ~~with~~in ~~local~~part, ~~and~~on ~~national~~the ~~laws~~level of new and ~~regulations~~planned ~~governing~~expenditures ~~the~~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 ~~which~~interest werates ~~operate~~and volatility in commodity prices, ~~health~~including oil, can negatively affect the level of these activities and ~~safety,~~impact ~~climate~~our ~~change~~subsidiary and ~~sustainability,~~can result in postponement of capital spending decisions or the delay or cancellation of existing orders. The ability of our customers to finance capital investment and ~~labor~~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, which unfavorably impacts the absorption of fixed manufacturing costs. This reduced demand could have a material adverse effect on our financial condition and ~~employment~~results of operations.

●We ~~Operational~~are ~~and~~dependent ~~compliance~~on ~~challenges~~financing ~~caused~~for bythe ~~distance,~~continuation ~~language,~~of ~~and~~our ~~cultural differences~~operations.

●It ~~Costs~~can at times be difficult 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 seek additional funds through private placements of our common stock and/or ~~risks~~through ~~associated~~debt ~~with~~financing. ~~compliance~~We ~~with~~do ~~international~~not have ~~tax~~financing ~~laws~~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 be detrimental to our ability to continue operations and negatively ~~regulations~~impact us and our financial condition, results of operations and cash flow.

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

●We ~~Costs~~occasionally ~~and~~provide integrated project management services in the form of long-term, fixed price contracts that may require us to assume additional risks associated with ~~human~~cost ~~trafficking~~over-runs, ~~modern~~operating cost ~~slavery~~inflation, ~~and~~labor ~~forced~~availability ~~labor~~and ~~reporting~~productivity, ~~training~~supplier and ~~due~~contractor ~~diligence~~pricing ~~laws~~and performance, and ~~regulations~~potential inclaims ~~various~~for ~~jurisdictions~~liquidated damages.

●We ~~Being~~occasionally ~~subject~~provide tointegrated ~~other~~project ~~laws~~management services ~~and~~outside ~~regulations~~our normal discrete business in the form of long-term, ~~including~~fixed ~~laws~~price ~~governing~~contracts. ~~online~~Some ~~advertising~~of these contracts are required by our customers, primarily international oil companies. These services include acting as project managers as well as service providers and may ~~other~~require ~~Internet~~us ~~activities~~to assume additional risks associated with cost overruns. These customers may provide us with inaccurate information in relation to their reserves, ~~email~~which is a subjective process that involves location and ~~other~~volume ~~messaging~~estimation, ~~collection~~that may result in cost overruns, delays, and ~~use~~project oflosses. ~~personal~~In ~~information~~addition, ~~ownership~~our ofcustomers ~~intellectual~~often ~~property~~operate in countries with unsettled political conditions, ~~taxation~~war, ~~and~~civil unrest, or other ~~activities~~types ~~important~~of tocommunity ~~our~~issues. ~~online~~These ~~business~~issues ~~practices~~may also result in cost over-runs, delays, and project losses.

●Providing ~~Currency~~services ~~exchange~~on ~~rate~~an ~~fluctuations~~integrated basis may also require us to assume additional risks associated with operating cost inflation, labor availability and ~~restrictions~~productivity, supplier pricing and performance, and potential claims for liquidated damages. We rely on ~~currency~~third-party ~~repatriation~~subcontractors and equipment providers to assist us with the completion of these types of contracts. To the extent that we cannot engage subcontractors or acquire equipment or materials in a timely manner and on reasonable terms, our ability to complete a project in accordance with stated deadlines or at a profit may be impaired. If the amount we are required to pay for these goods and services exceeds the amount we have estimated in bidding for fixed-price work, we could experience losses in the performance of these contracts. These delays and additional costs may be substantial, and we may be required to compensate our customers for these delays. This may reduce the profit to be realized or result in a loss on a project.

●The ~~Competition~~success ~~with~~of ~~companies~~our ~~that~~business ~~understand~~depends ~~the~~on ~~local~~our ~~market~~ability ~~better~~to ~~than~~maintain weand enhance doour orreputation ~~that have preexisting relationships with regulators~~ and ~~customers in those markets~~brand.

●We ~~Adverse~~believe ~~effects~~that ~~resulting~~our ~~from~~reputation in our industry is of significant importance to the ~~United~~success ~~Kingdom’s~~of ~~exit~~our ~~from~~business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the ~~European~~industry ~~Union~~is ~~(commonly~~highly ~~known~~competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as ~~“Brexit”)~~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.

~~● Reduced or varied protection for intellectual property rights in some countries~~11

●In ~~Disruption~~the ofevent ~~operations~~that ~~from~~we ~~labor~~are ~~and~~unable ~~political~~to ~~disturbances~~successfully compete in our industry, we may see lower profit margins.

●We ~~Withdrawal~~face ~~from~~substantial orcompetition ~~renegotiation~~in our industry. Due to our small size, it can be assumed that some of ~~international~~our ~~trade~~competitors ~~agreements~~have greater financial, technical, and other ~~restrictions~~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 ~~the~~price. ~~trade~~If ~~between~~our competitors lower the ~~United~~prices ~~States~~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 ~~other~~lower ~~countries~~profit margins.

●Any ~~Changes~~one inof ~~tariff~~these ~~and~~results ~~trade~~could ~~barriers;~~adversely affect our business, financial condition, and results of operations.

●In ~~Geopolitical events~~addition, ~~including~~our ~~natural~~competitors ~~disasters,~~may ~~climate~~develop ~~change,~~competing products ~~public~~that ~~health~~achieve ~~issues,~~greater ~~political~~market ~~instability~~acceptance. ~~(such~~It asis ~~war~~also ~~between~~possible ~~Ukraine~~that new competitors may emerge and ~~Russia),~~acquire ~~terrorism~~significant market share. Our inability to achieve sales and revenue due to competition will have an adverse effect on our business, ~~insurrection~~financial condition, orand ~~war~~results of operations.

Entry into certain transactions with foreign entities now or in the future may be subject to government regulations, including review related to foreign direct investment by U.S. or foreign government entities. If awe ~~transaction~~are ~~with~~unable ~~a foreign entity is subject~~ to ~~regulatory~~successfully ~~review~~manage growth, ~~such~~our ~~regulatory~~operations ~~review might limit~~could ~~our~~be ~~ability~~adversely ~~to enter into the desired strategic alliance and thus our ability to carry out our long-term business strategy~~affected.

~~Operating~~Our inprogress ~~international~~is ~~markets~~expected ~~also~~to ~~requires significant~~require ~~management~~the ~~attention~~full ~~and~~utilization of ~~financial~~our ~~resources.~~management, ~~The~~financial ~~investment~~ and ~~additional~~other resources. ~~required~~Our ability to ~~establish operations and~~ manage growth ineffectively ~~other~~will ~~countries~~depend ~~may~~on ~~not~~our ~~produce~~ability ~~desired~~to ~~levels~~improve ofand ~~revenue~~expand operations, orincluding ~~profitability~~our financial and ~~could~~management ~~instead~~information ~~result~~systems, inand ~~increased~~to ~~costs without~~recruit, atrain ~~corresponding~~and ~~benefit~~manage personnel. WeThere ~~cannot~~can ~~guarantee~~be ~~that~~no ~~our~~absolute assurance ~~international~~that ~~operations~~management orwill ~~expansion~~be ~~efforts~~able ~~will~~to bemanage ~~successful~~growth effectively.

~~Any~~If we do not properly manage the growth of ~~these~~our ~~events~~business, we asmay ~~well~~experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be challenged. We may also experience development delays as ~~related~~we ~~events~~seek ~~not~~to meet increased demand for our services and platform. ~~aforementioned~~Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our operating plan and, accordingly, could have aan ~~materially~~ adverse impact on our ~~Company~~business, our cash flow and ~~its~~results of operations, and our reputation with our current or potential customers.

11If we are not able to design, develop and produce commercially competitive products and implement commercially competitive services in a timely manner in response to changes in the market, customer requirements, competitive pressures, developments associated with climate change concerns and energy mix transition, and technology trends, our business and consolidated results of operations could be materially and adversely affected, and the value of our intellectual property may be reduced.

~~Uncertainty~~The ~~related~~market for our services and products is characterized by continual technological developments to ~~environmental~~provide ~~regulation~~better and ~~industry~~more reliable performance and services. If we are not able to design, develop, ~~standards~~and produce commercially competitive products and to implement commercially competitive services in a timely manner in response to changes in the market, ascustomer ~~well~~requirements, ascompetitive ~~physical~~pressures, ~~risks~~developments ofassociated with climate change concerns and energy mix transition, and technology trends, our business and consolidated results of operations could ~~impact~~be materially and adversely affected, and the value of our intellectual property may be reduced. Likewise, if our proprietary technologies, equipment, facilities, or work processes become obsolete, we may no longer be competitive, and our business and consolidated results of operations could be materially and ~~financial~~adversely ~~position~~affected.

~~Increased~~Trends ~~public awareness and concern regarding environmental risks, including global climate change, may result~~ in ~~more~~oil ~~international, regional~~ and~~/or~~ ~~federal~~natural ~~requirements~~gas orprices industry standards to reduce or mitigate global warming and other environmental risks. New climate change laws and regulations 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, or in the future could implement or amend, restrictions on emissions of carbon dioxide or other greenhouse gases, limitations or restrictions on water use, the production of single use plastics, regulations on energy management and waste management and other climate change-based rules and regulations, which may increase our expenses and adversely affect ~~its operating results. In addition,~~ the ~~physical~~level ~~risks~~ of ~~climate change may impact the availability and cost of materials~~exploration, ~~sources~~ ~~and supply of energy~~development, ~~product demand~~ and ~~manufacturing~~production ~~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 complexity~~ of ~~matters~~our ~~that~~customers ~~we are required to control, assess,~~ and ~~report.~~the Ifdemand ~~environmental~~for ~~laws~~our orservices ~~regulations or industry standards are either changed or adopted~~ and ~~impose significant operational restrictions and compliance requirements upon us, our suppliers, our customers, or our~~ products, orwhich ~~our~~could ~~operations~~have ~~are~~a ~~disrupted~~material adverse ~~due~~effect ~~to physical impacts of climate change~~ on ~~us,~~ our ~~customers or our suppliers, our~~ business, consolidated results of operations, and consolidated financial condition ~~could be adversely impacted~~.

~~Significant~~Demand for our services and products is particularly sensitive to the level of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies. The level of exploration, development, and production activity is directly affected by trends in oil and natural gas prices, which historically have been volatile especially after the Russian invasion of Ukraine and are likely to continue to be volatile. Prices for oil and natural gas are subject to large fluctuations in ~~foreign~~response ~~currency~~to ~~exchange~~relatively ~~rates~~minor changes in the supply of and demand for oil ~~may~~and ~~harm~~natural gas, market uncertainty, and a variety of other economic factors that are beyond our ~~financial~~control. Given the long-term nature of many large-scale development projects, even the perception of longer-term lower oil and natural gas prices by oil and natural gas companies can cause them to reduce or defer major expenditures. Any prolonged reductions of commodity prices or expectations of such reductions could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.

WeFactors ~~are~~affecting ~~exposed to fluctuations in foreign currency exchange rates, particularly with respect to~~ the ~~UAE~~prices ~~which is pegged to the U.S. dollar. Any significant change in the value~~ of ~~the~~ ~~currencies~~oil ~~of the countries in which we do business against the U.S. dollar could affect our ability to sell products competitively~~ and ~~control~~natural ~~its cost structure, which could have a material adverse effect on our results of operations.~~gas include:

A● ~~significant~~the level of supply and demand for oil and natural gas; ● the ability or ~~sustained~~willingness ~~decline~~of the Organization of Petroleum Exporting Countries and the expanded alliance collectively known as OPEC+ to set and maintain oil production levels; ● the level of oil production in ~~commodity~~the ~~prices~~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 ~~could~~reserves; ~~negatively~~● ~~impact~~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 ~~levels~~variety of ~~expenditures~~tax bycredits ~~certain~~contained ~~company~~in ~~customers~~the U.S. Inflation Reduction Act of 2022, to promote the use of renewable energy sources and public sentiment around alternatives to oil and gas.

Demand for our products depends, in part, on the level 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 of these activities and 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 investment 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, which unfavorably impacts the absorption of fixed manufacturing costs. This reduced demand could have a material adverse effect on our financial condition and results of operations.12

WeOur ~~are~~business is dependent on ~~financing~~capital ~~for~~spending ~~the~~by ~~continuation~~our ofcustomers, and reductions in capital spending could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.

~~It can at times be difficult to predict our capital needs on a monthly, quarterly, or annual basis.~~ Our ~~future~~business is ~~dependent~~directly ~~upon~~affected ~~our~~by ~~ability~~changes toin ~~obtain profitable operations or financing.~~capital Weexpenditures ~~reserve~~by ~~the right to seek additional funds through private placements of~~ our ~~common~~customers, ~~stock~~ and~~/or~~ ~~through~~reductions ~~debt~~in ~~financing.~~their Wecapital dospending ~~not have~~could ~~financing~~reduce indemand ~~place at this time~~ for ~~all~~our ~~future~~services ~~planned~~and ~~acquisitions.~~products Weand ~~may not~~ have ~~access~~a tomaterial adverse ~~financing~~effect or on ~~terms~~our ~~that~~business, ~~are~~consolidated ~~acceptable to~~results ~~us. Any lack~~ of ~~funds from~~ operations, orand ~~fundraising~~consolidated ~~for~~financial ~~any~~condition. ~~shortage~~Some ~~could~~of bethe ~~detrimental~~items tothat ~~our~~may ~~ability to continue operations and negatively~~ impact ~~us and~~ our ~~financial~~customers ~~condition,~~capital ~~results~~spending ~~of operations and cash flow.~~include:

12● oil and natural gas prices, which are impacted by the factors described in the preceding risk factor; ● the inability of our customers to access capital on economically advantageous terms, which may be impacted by, among other things, a decrease of investors’ interest in hydrocarbon producers because of environmental and sustainability initiatives; ● changes in customers’ 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 to market due to infrastructure limitations; ● consolidation of our customers; ● customer personnel changes; and ● adverse 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.

~~Risks~~Constraints ~~Relating~~in tothe ~~Our~~supply ~~Industry~~of, prices for, and ~~Market~~availability of transportation of raw materials can have a material adverse effect on our business and consolidated results of operations.

WeRaw ~~occasionally~~materials ~~provide~~essential ~~integrated~~to ~~project~~our ~~management~~operations ~~services~~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 ~~form~~supply chain of ~~long-term~~those raw materials, ~~fixed~~particularly ~~price~~where ~~contracts~~we ~~that~~have ~~may~~a ~~require~~relationship uswith a single supplier for a particular resource. Many of the raw materials essential to ~~assume~~our ~~additional~~business ~~risks~~require ~~associated~~the ~~with~~use ~~cost~~of ~~over-runs~~rail, ~~operating~~storage, and trucking services to ~~cost~~transport ~~inflation~~the materials to our job sites. These services, ~~labor~~particularly ~~availability~~during ~~and~~times ~~productivity~~of high demand, ~~supplier~~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 ~~contractor~~consolidated results ~~pricing~~of operations. In addition, price increases imposed by our vendors for raw materials and ~~performance~~transportation providers used in our business, and ~~potential~~the ~~claims~~inability ~~for~~to ~~liquidated~~pass these increases through to our customers, could have a material adverse effect on our business and ~~damages~~consolidated results of operations.

WeOur ~~occasionally~~ability ~~provide~~to ~~integrated~~operate ~~project~~and ~~management services outside~~ our ~~normal~~growth ~~discrete~~potential ~~business~~could inbe ~~the form of long-term, fixed price contracts. Some of these contracts are required by~~materially ~~our customers, primarily international oil companies. These services include acting as project managers as well as service providers~~ and ~~may~~adversely ~~require~~affected usif towe ~~assume~~cannot ~~additional risks associated with cost overruns. These customers may provide us with inaccurate information in relation to their reserves~~attract, ~~which is a subjective process that involves location and volume estimation~~employ, ~~that may result in cost overruns, delays,~~ and ~~project~~retain ~~losses.~~technical Inpersonnel ~~addition,~~at ~~our~~a ~~customers~~competitive ~~often operate in countries with unsettled political conditions, war, civil unrest, or other types of community issues. These issues may also result in~~ cost ~~over-runs, delays, and project losses~~.

~~Providing~~Many of the services onthat anwe ~~integrated~~provide ~~basis~~and ~~may~~the ~~also~~products ~~require~~that uswe tosell ~~assume~~are ~~additional~~complex ~~risks~~and ~~associated~~highly ~~with~~engineered ~~operating cost inflation, labor availability~~ and ~~productivity,~~often ~~supplier~~must ~~pricing and~~perform ~~performance,~~or ~~and~~be ~~potential~~performed ~~claims~~in ~~for~~harsh ~~liquidated damages~~conditions. We ~~rely~~believe onthat ~~third-party~~our ~~subcontractors~~success depends ~~and~~upon ~~equipment~~our ~~providers~~ability to ~~assist us~~attract, ~~with~~employ, ~~the~~and ~~completion~~retain oftechnical ~~these~~personnel ~~types~~with ~~of contracts. To~~ the ~~extent~~ability ~~that~~to wedesign, ~~cannot~~utilize, ~~engage~~and ~~subcontractors~~enhance orthese ~~acquire equipment or materials~~services inand aproducts. ~~timely~~A ~~manner~~significant ~~and~~increase onin ~~reasonable~~the ~~terms,~~wages ~~our~~paid ~~ability~~by tocompeting ~~complete~~employers acould ~~project~~result in ~~accordance~~a ~~with~~reduction ~~stated~~of ~~deadlines~~our orskilled atlabor ~~a profit may~~force, beincreases ~~impaired.~~in If the ~~amount~~wage werates ~~are~~that ~~required to pay for these goods and services exceeds the amount~~ we ~~have~~must ~~estimated in bidding for fixed-price work~~pay, weor ~~could~~both. ~~experience~~If ~~losses~~either ~~in the performance~~ of these ~~contracts.~~events ~~These~~were ~~delays~~to ~~and~~occur, ~~additional~~our ~~costs~~cost ~~may~~structure becould ~~substantial~~increase, ~~and we~~our ~~may~~margins becould ~~required~~decrease, toand ~~compensate~~any ~~our~~growth ~~customers~~potential ~~for~~could ~~these delays. This may reduce the profit to~~ be ~~realized or result in a loss on a project~~impaired.

~~The~~Demand ~~success~~for the products we distribute could decrease if the manufacturers of ~~our~~those ~~business~~products ~~depends~~were onto ~~our~~sell ~~ability~~a substantial amount of goods directly to ~~maintain and~~end ~~enhance~~users ~~our~~in ~~reputation~~the ~~and~~markets ~~brand~~we serve.

WeOur ~~believe~~products ~~that~~are ~~our~~purchased ~~reputation~~through indistributors ~~our industry~~and isnot ofdirectly ~~significant~~from ~~importance to the success of our business~~manufacturers. AIf ~~well-recognized~~those ~~brand~~customers iswere ~~critical~~ to ~~increasing~~purchase ~~our~~the ~~customer~~products ~~base~~that ~~and, in~~we ~~turn,~~sell ~~increasing~~directly ~~our~~from ~~revenue.~~manufacturers, ~~Since~~or ~~the~~if ~~industry~~manufacturers sought isto ~~highly~~increase ~~competitive,~~their ~~our~~efforts ~~ability~~ to ~~remain~~sell ~~competitive~~directly ~~depends~~ to aend ~~large~~users, ~~extent on~~ our ~~ability~~business, toresults ~~maintain~~of ~~and~~operations ~~enhance our reputation~~ and ~~brand,~~financial ~~which~~condition could be ~~difficult and expensive. To maintain and enhance our~~materially ~~reputation~~ and ~~brand,~~adversely weaffected. ~~need~~These toor ~~successfully~~other ~~manage~~developments ~~many~~that ~~aspects~~remove ofus ~~our business~~from, ~~such~~or aslimit ~~cost-effective~~our ~~marketing~~role ~~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~~distribution ~~promotion~~chain, ~~goals~~may weharm ~~expect. If we fail to maintain and enhance~~ our ~~reputation and brand, or if we incur excessive~~competitive ~~expenses~~position in ~~our~~the ~~efforts~~marketplace toand doreduce ~~so,~~ our ~~business,~~sales ~~financial conditions~~ and ~~results of operations could be adversely affected~~earnings.

InWe ~~the event that we are unable to successfully compete in our industry, we~~ may ~~see~~experience ~~lower~~unexpected ~~profit~~supply ~~margins~~shortages.

We ~~face~~distribute ~~substantial~~products ~~competition~~from ina ~~our~~wide ~~industry. Due~~variety ~~to our small size, it can be assumed that some~~ of ~~our~~manufacturers and ~~competitors~~suppliers. ~~have greater financial~~Nevertheless, ~~technical,~~in ~~and~~the ~~other~~future ~~competitive~~we ~~resources. Accordingly, these competitors~~ may have ~~already~~difficulty ~~begun~~obtaining tothe ~~establish~~products ~~superior~~we ~~technologies~~need infrom ~~our~~suppliers ~~industry.~~and Wemanufacturers ~~will~~as ~~attempt to compete~~a ~~against~~result ~~these~~of ~~competitors~~unexpected bydemand ~~developing~~or ~~technology~~production ~~that exceeds what is offered by our competitors~~difficulties. ~~However~~Also, weproducts ~~cannot~~may ~~assure~~not ~~you~~be ~~that our~~available ~~technology~~to ~~will~~us ~~outperform~~in ~~competing~~quantities ~~technology,~~sufficient orto ~~that~~meet our ~~competitors will not develop new products or services that exceed what~~ wecustomer ~~provide~~demand. InOur ~~addition,~~inability weto ~~may~~obtain ~~face~~sufficient ~~competition~~products ~~based~~from onsuppliers ~~price.~~and Ifmanufacturers, ~~our~~in ~~competitors~~sufficient ~~lower the prices on their products~~quantities, ~~then~~could ithave ~~may not~~a bematerial ~~possible~~adverse ~~for~~effect uson ~~to market~~ our ~~products at prices that are economically viable. Increased competition could result in lower than projected revenues~~business, ~~price~~results ~~reductions,~~of operations and ~~lower~~financial ~~profit margins~~condition.

~~Any~~Price ~~one~~reductions by suppliers of ~~these~~products ~~results~~sold by us could ~~adversely~~cause the ~~affect~~value of our ~~business~~inventory to decline. Also, ~~financial~~ ~~condition~~such price reductions could cause our customers to demand lower sales prices for these products, possibly decreasing our margins and ~~results~~profitability on sales to the extent that our inventory of ~~operations~~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.

InThe ~~addition,~~value of our ~~competitors~~inventory ~~may~~could ~~develop~~decline ~~competing~~as a result of price reductions by manufacturers of products sold by us. We have been selling the same types of products to our customers for many years (and therefore do not expect that ~~achieve~~our ~~greater~~inventory ~~market~~will ~~acceptance~~become obsolete). ItHowever, there is ~~also~~no ~~possible~~assurance that ~~new~~a ~~competitors~~substantial ~~may~~decline in ~~emerge~~product ~~and~~prices ~~acquire~~would ~~significant~~not ~~market~~result ~~share~~in a write-down of our inventory value. Such a write-down could have a material adverse effect on our ~~Our~~financial ~~inability~~condition. Also, decreases in the market prices of products sold by us could cause customers to ~~achieve~~demand ~~sales~~lower sale prices from us. These price reductions could reduce our margins and ~~revenue~~profitability ~~due~~on sales with respect to ~~competition~~such ~~will~~lower-priced products. Reductions in our margins and profitability on sales could have ana material adverse effect on our business, ~~financial~~results ~~condition~~of operations, and ~~results of~~financial ~~operations~~condition.

IfA wesubstantial ~~are~~decrease ~~unable~~in tothe ~~successfully~~price ~~manage~~of ~~growth,~~gas ~~our~~could ~~operations~~significantly lower ~~could~~our begross ~~adversely~~profit ~~affected~~or cash flow.

~~Our~~We ~~progress~~distribute isgas ~~expected~~and, toas ~~require~~a ~~the~~result, ~~full~~our ~~utilization~~business may ofbe ~~our~~significantly ~~management,~~affected ~~financial~~by the price and ~~other~~supply ~~resources~~of gas. ~~Our~~When ~~ability~~gas toprices ~~manage~~are ~~growth~~lower, ~~effectively~~the ~~will~~prices ~~depend~~that onwe charge customers for products may decline, which affects our ~~ability~~gross toprofit ~~improve~~and cash flow. The gas industry as a whole is cyclical and at times pricing and availability ~~expand~~of ~~operations~~gas can be volatile due to numerous factors beyond our control, including ~~our~~general ~~financial~~domestic and ~~management~~international ~~information~~economic ~~systems~~conditions, ~~and~~labor costs, tosales ~~recruit~~levels, ~~train~~competition, consolidation of steel producers, import duties and ~~manage~~tariffs ~~personnel~~and currency exchange rates. ~~There~~When ~~can~~gas prices bedecline, nocustomer ~~absolute~~demands ~~assurance~~for ~~that~~lower ~~management~~prices ~~will~~and beour ~~able~~competitors’ responses to ~~manage~~those ~~growth~~demands ~~effectively~~could result in lower sale prices and, consequently, lower gross profit or cash flow.

If wegas doprices ~~not properly manage the growth of our business~~rise, we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient manner could be ~~challenged.~~unable ~~We may also experience development delays as we seek~~ to ~~meet~~pass ~~increased~~along ~~demand for our services and platform. Our failure to properly manage~~ the ~~growth~~cost ~~that we or our industry might experience could negatively impact our ability~~increases to ~~execute on~~ our ~~operating plan 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.

IfWe wemaintain ~~are~~inventories ~~not~~of ~~able~~gas to ~~design~~accommodate the lead time requirements of our customers. Accordingly, ~~develop~~we ~~and~~purchase ~~produce~~gas ~~commercially~~in an effort to maintain our inventory at levels that we believe ~~competitive~~to ~~products~~be ~~and~~appropriate ~~implement~~to ~~commercially~~satisfy ~~competitive~~the ~~services~~anticipated inneeds aof ~~timely~~our ~~manner~~customers inbased ~~response~~upon historic buying practices, contracts with customers and market conditions. Our commitments to ~~changes~~purchase gas are generally at prevailing market prices in effect at the ~~market,~~time ~~customer~~we place our orders. ~~requirements~~If gas prices increase between the time, ~~competitive~~we ~~pressures~~order gas and the time of delivery of such products to us, ~~developments~~our ~~associated~~suppliers ~~with~~may ~~climate~~impose ~~change~~surcharges that ~~concerns~~require ~~and~~us ~~energy~~to ~~mix~~pay ~~transition~~for increases in gas prices during such period. Demand for the gas we distribute, ~~and~~the ~~technology~~actions ~~trends~~of our competitors, ~~our~~and ~~business~~other ~~and~~factors ~~consolidated~~will ~~results~~influence ofwhether ~~operations~~we ~~could~~will be ~~materially~~able ~~and~~to ~~adversely~~pass ~~affected,~~such gas cost increases and ~~the~~surcharges ~~value~~on ofto our ~~intellectual~~customers, ~~property may~~and we may be ~~reduced~~unsuccessful in doing so.

~~The~~We ~~market~~may ~~for our services and products is characterized by continual technological developments to provide better and more reliable performance and services. If we are~~ not ~~able~~have toadequate ~~design,~~insurance ~~develop, and~~for ~~produce~~potential ~~commercially competitive products and to implement commercially competitive services in a timely manner in response to changes in the market~~liabilities, ~~customer requirements, competitive pressures, developments associated with climate change concerns and energy mix transition,~~including ~~and~~liabilities ~~technology~~arising ~~trends,~~from ~~our business and consolidated results of operations could be materially and adversely affected, and the value of our intellectual property may be reduced~~litigation. Likewise, if our proprietary technologies, equipment, facilities, or work processes become obsolete, we may no longer be competitive, and our business and consolidated results of operations could be materially and adversely affected.

~~Trends~~In inthe ~~oil~~ordinary course of business, we have and, ~~natural~~in the ~~gas~~future, ~~prices~~may ~~affect~~become the ~~level~~subject of ~~exploration~~various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning ~~development~~our commercial operations, the products we distribute, employees and ~~production~~other ~~activity~~matters, including potential claims by individuals alleging exposure to hazardous materials as a result of the products we distribute or our ~~customers~~operations. ~~and~~Some of these claims may relate to the ~~demand~~activities of ~~for~~businesses that we have acquired, even though these activities may have occurred prior to our ~~services~~acquisition ~~and~~of such businesses. The products we distribute are sold primarily for use in the energy industry, which is subject to inherent risks that could ~~have~~result ain ~~material~~death, ~~adverse~~personal ~~effect~~injury, onproperty ~~our~~damage, ~~business~~pollution, ~~consolidated~~or ~~results~~loss of ~~operations~~production. In addition, defects in the products we distribute could result in death, personal injury, property damage, pollution or damage to equipment and ~~consolidated~~facilities. ~~financial~~Actual ~~condition~~or claimed defects in the products we distribute may give rise to claims against us for losses and expose us to claims for damages.

~~Demand~~We ~~for~~maintain ~~our~~insurance ~~services and products is particularly sensitive~~ to ~~the~~cover ~~level~~certain of ~~exploration,~~our ~~development~~potential losses, and ~~production~~we ~~activity~~are ~~of,~~subject ~~and~~to ~~the~~various ~~corresponding~~self-retentions, ~~capital spending by~~deductibles, ~~oil~~ and ~~natural gas~~caps ~~companies.~~under ~~The~~our ~~level~~insurance. ofIt ~~exploration~~is possible, ~~development~~however, ~~and~~that ~~production~~judgments could ~~activity~~be isrendered ~~directly~~against ~~affected~~us byin ~~trends~~cases in ~~oil and natural gas prices,~~ which ~~historically~~we ~~have~~would ~~been~~be ~~volatile~~uninsured ~~especially~~and ~~after~~beyond the ~~Russian~~amounts ~~invasion~~that ofwe ~~Ukraine~~currently ~~and~~have ~~are~~reserved ~~likely~~or toanticipate incurring ~~continue~~for tosuch ~~be volatile~~matters. ~~Prices for~~Even ~~oil~~a ~~and~~partially ~~natural~~uninsured ~~gas~~claim, ~~are~~if ~~subject~~successful toand ~~large~~of ~~fluctuations~~significant insize, ~~response~~could tohave ~~relatively~~a ~~minor~~material ~~changes~~adverse ineffect on ~~the~~our ~~supply~~business, results of ~~and~~operations ~~demand for oil~~ and ~~natural~~financial ~~gas,~~condition. ~~market uncertainty~~Furthermore, ~~and~~we amay ~~variety~~not ofbe ~~other~~able ~~economic~~to ~~factors~~continue ~~that~~to ~~are~~obtain ~~beyond~~insurance ~~our~~on ~~control. Given the long-term nature~~commercially ofreasonable ~~many~~terms ~~large-scale~~in ~~development~~the ~~projects~~future, ~~even~~and ~~the~~we ~~perception~~may ofincur ~~longer-term~~losses ~~lower~~from ~~oil~~interruption ~~and~~of ~~natural~~our ~~gas~~business ~~prices~~that byexceed ~~oil~~our ~~and~~insurance ~~natural~~coverage. ~~gas~~Finally, ~~companies~~even ~~can~~in ~~cause~~cases ~~them~~where towe ~~reduce~~maintain orinsurance ~~defer~~coverage, ~~major~~our ~~expenditures.~~insurers ~~Any~~may ~~prolonged~~raise ~~reductions~~various ofobjections ~~commodity~~and ~~prices~~exceptions orto ~~expectations~~coverage ofwhich ~~such reductions~~ could ~~have~~make uncertain athe ~~material~~timing ~~adverse~~and ~~effect~~amount ~~on our business, consolidated results~~ of ~~operations,~~any ~~and~~possible ~~consolidated~~insurance ~~financial~~recovery ~~condition~~uncertain.

14Our 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.

~~Factors~~Risks ~~affecting~~inherent ~~the~~to ~~prices~~our 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 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 ~~include:~~production, pollution, and other environmental damages. The frequency 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 ~~level~~future ofor, ~~supply~~if ~~and~~available, ~~demand~~insurance ~~for~~premiums ~~oil~~may make such insurance commercially unjustifiable. Moreover, even if we are successful in defending a claim, it could be time-consuming and ~~natural~~costly ~~gas;~~to defend.

●We are subject to increased risks associated with our investments in emerging markets, particularly in the ~~ability~~Middle orEast ~~willingness~~region ofand specifically in the ~~Organization~~United ofArab ~~Petroleum~~Emirates. ~~Exporting~~These ~~Countries~~risks encompass significant political, social, and economic uncertainties in the ~~expanded~~region. ~~alliance~~Given ~~collectively~~the ~~known~~volatile asnature ~~OPEC+~~of tothese ~~set~~markets, ~~and~~instabilities ~~maintain~~in ~~oil~~these ~~production~~regions could ~~levels;~~significantly adversely affect the value of our investments.

●Almost all of our operations are conducted, and almost of our assets are, as at the ~~level~~date of ~~oil~~this ~~production~~document, located in the UUAE, which is defined as an emerging market.S. ~~and~~While most of the countries in which we conduct our business have historically not been affected by ~~other~~political ~~non-OPEC+~~instability, there is no assurance that any political, social, economic or market conditions affecting such countries; in the Middle East region generally (as well as outside the Middle East region because of interrelationships within the global financial markets) would not have a material adverse effect on our business, results of operations and financial condition.

~~● oil refining capacity and shifts in end-customer preferences toward fuel efficiency and the use of natural gas;~~14

●Specific ~~the~~risks ~~cost~~in ~~of,~~these countries and ~~constraints~~the ~~associated~~Middle ~~with,~~East region ~~producing~~that may have a material impact on our business, ~~and~~results ~~delivering~~of ~~oil~~operations and ~~natural~~financial ~~gas;~~condition include:

● ~~governmental~~ongoing ~~regulations~~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 ~~economic~~tariffs, ~~sanctions~~protectionism, and ~~policies~~subsidies; of● ~~governments~~difficulties ~~regarding~~and ~~the~~delays ~~exploration~~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 ~~production~~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 ~~their~~taxes ~~oil~~in currently tax favorable jurisdictions; ● arbitrary, inconsistent, or unlawful government action, including capricious application of tax laws and ~~natural~~selective ~~gas~~tax ~~reserves~~audits; ● limited availability of capital or debt financing; and ● slowing regional and global economic environment.

●Any ~~weather~~unexpected ~~conditions~~changes in the political, ~~natural~~social, ~~disasters~~economic, or ~~and~~other ~~health~~conditions orin ~~similar~~which ~~issues~~we operate, ~~such~~or asneighboring ~~COVID-19~~countries ~~and~~may ~~other~~have ~~pandemics~~a ormaterial ~~epidemics;~~adverse effect on our business, results of operations and financial condition.

●It ~~worldwide~~is ~~political~~not ~~and~~possible ~~military~~to ~~actions,~~predict ~~and~~the ~~economic~~occurrence ~~conditions,~~of ~~including~~events or ~~potential~~circumstances ~~recessions;~~such as or like those outlined above or 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.

●Investors ~~increased~~should ~~demand~~also ~~for~~be ~~alternative~~aware ~~energy~~that ~~and~~emerging ~~use~~markets are ofsubject ~~electric~~to ~~vehicles~~greater ~~and~~risks ~~increased~~than ~~emphasis~~more ondeveloped ~~decarbonization~~markets, including ~~government~~in ~~initiatives~~some cases significant legal, ~~such~~economic, asand ~~the~~political ~~variety~~risks. ofAccordingly, investors ~~tax~~should ~~credits~~exercise ~~contained~~particular care in evaluating the ~~U.S.~~risks ~~Inflation~~involved ~~Reduction~~and ~~Act~~must ofdecide ~~2022~~for themselves whether, toconsidering ~~promote~~those ~~the~~risks, their ~~use~~investment ofis ~~renewable~~appropriate. ~~energy~~Generally, ~~sources~~investment ~~and~~in ~~public~~developing ~~sentiment~~markets ~~around~~is ~~alternatives~~only tosuitable ~~oil~~for ~~and~~sophisticated ~~gas~~investors who fully appreciate the significance of the risks involved.

~~Our~~To ~~business~~the isextent ~~dependent~~that oneconomic ~~capital~~growth ~~spending~~or byperformance in ~~our~~the ~~customers~~countries in which we operate slows or begins to decline, ~~and~~ ~~reductions~~or inpolitical ~~capital~~conditions ~~spending~~become ~~could~~sufficiently unstable to have a material adverse effect on our operations, our business, ~~consolidated~~financial condition, and results of operations, ~~and~~may ~~consolidated financial~~be ~~condition~~materially adversely affected.

~~Our~~We ~~business~~are isexposed ~~directly~~to ~~affected~~risks byfrom ~~changes~~potentially ~~in capital~~unpredictable ~~expenditures~~legal ~~by our customers,~~ and regulatory ~~reductions~~environments in ~~their~~the ~~capital~~UAE ~~spending could reduce demand for our services~~ and ~~products~~Middle ~~and have~~East ~~a material adverse effect on our business, consolidated results of operations, and consolidated financial condition~~region. ~~Some of the items that may impact our customers capital spending include:~~

●We ~~oil~~currently ~~and~~operate ~~natural~~in ~~gas~~the ~~prices~~UAE, an emerging market economy, which is in various stages of developing legal and regulatory systems that are ~~impacted~~not byyet as fully matured and/or established as those of Western Europe and the ~~factors~~United ~~described~~States. Some emerging market countries are also in the ~~preceding~~process ~~risk~~of ~~factor;~~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 ~~the~~can ~~inability~~be ofno ~~our~~assurance ~~customers~~that toif ~~access~~laws ~~capital~~or onregulations were ~~economically~~imposed ~~advantageous~~on ~~terms,~~the ~~which~~products ~~may~~and beservices ~~impacted~~offered by, ~~among~~us ~~other~~it ~~things~~would not increase our costs, aor ~~decrease~~adversely ofaffect ~~investors’~~the ~~interest~~way in ~~hydrocarbon~~which ~~producers~~we ~~because~~conduct our business or otherwise have a material adverse effect on our results of ~~environmental~~operations and ~~sustainability~~financial ~~initiatives;~~condition.

●Any ~~changes~~of inthe ~~customers’~~above ~~capital allocation~~factors, ~~including~~alone anor ~~increased~~in ~~allocation~~combination, may tohave ~~the~~a ~~production~~material ofadverse ~~renewable~~effect ~~energy~~on orour ~~other sustainability efforts~~business, ~~leading~~results toof ~~less~~operations ~~focus on oil~~ and ~~natural~~financial ~~gas production growth;~~condition.

~~● restrictions on our customers’ ability to get their produced oil and natural gas to market due to infrastructure limitations;~~15

●We ~~consolidation~~are ofexposed to risks arising from potential changes in the UAE’s visa legislation, which could adversely impact our ~~customers;~~business operations.

●A ~~customer~~federal decision No. 281 of 2009 issued by the Minister of the Interior in May 2009 (the “Resolution”), which came into effect on 1 June 2009, standardized the terms of residency permits 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 visa measures 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.

●We ~~adverse~~are ~~developments~~subject into ~~the~~risks ~~business~~associated orwith ~~operations~~potential ofunlawful ~~our~~or ~~customers,~~arbitrary governmental ~~including~~actions ~~write-downs~~in ofthe ~~oil~~UAE, ~~and~~which ~~natural~~could ~~gas~~negatively ~~reserves~~impact ~~and~~our ~~borrowing~~operations ~~base~~and ~~reductions~~financial ~~under customers’ credit facilities~~performance.

15Governmental authorities in the UAE in which we operate may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that is contrary to law or influenced by political or commercial considerations. The governing law covers all areas across Dubai, including special development zones and free zones and annuls clauses of the resolution issued on January 1, 1964, regulating the expropriation of private property for public use. Such governmental action could include, among other things, the withdrawal of building permits, the expropriation of property without adequate compensation or the forcing of business acquisitions, combinations, or sales. A new law, titled “Law 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 they are afforded full and fair 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.

~~Constraints~~We inare subject to the ~~supply~~risk of, ~~prices~~international ~~for~~sanctions, ~~and~~which ~~availability of~~could ~~transportation~~significantly ofimpact ~~raw materials can have a material adverse effect on~~ our business ~~and~~activities, ~~consolidated~~ results of operations and financial condition.

~~Raw materials essential to our operations and manufacturing~~European, ~~such~~US ~~as proppants (primarily sand), chemicals, metals,~~ and ~~gels,~~other ~~are~~international ~~normally~~sanctions ~~readily available. Shortage of raw~~have ~~materials~~in asthe apast ~~result~~been ofimposed ~~high~~on ~~levels~~companies ofengaging ~~demand~~in orcertain ~~loss~~types of ~~suppliers~~transactions ~~during~~with ~~market~~specified ~~challenges~~countries ~~can~~or ~~trigger~~companies ~~constraints~~or inindividuals ~~the supply~~in ~~chain of~~ those ~~raw materials, particularly where we have a relationship with a single supplier for a particular resource~~countries. ~~Many~~Companies ~~of the~~operating ~~raw~~in ~~materials~~certain ~~essential~~countries toin ~~our business require~~ the ~~use~~Middle ofEast ~~rail,~~region ~~storage,~~have ~~and~~been ~~trucking~~subject ~~services~~ to ~~transport~~such ~~the~~sanctions ~~materials~~in ~~to our~~the ~~job sites~~past. ~~These~~The UAE ~~services,~~are ~~particularly~~not ~~during~~subject ~~times~~to ofsuch ~~high~~sanctions ~~demand,~~as ~~may~~at ~~cause delays in~~ the ~~arrival~~date of orthis ~~otherwise~~registration ~~constrain our supply of raw materials~~statement. ~~These~~The ~~constraints~~terms ~~could~~of ~~have~~legislation aand ~~material~~other ~~adverse~~rules ~~effect on our business~~ and ~~consolidated results of~~regulations ~~operations.~~that Inestablish ~~addition,~~sanctions ~~price~~regimes ~~increases~~are ~~imposed~~often bybroad ~~our vendors for raw materials and transportation providers used~~ in ~~our~~scope ~~business,~~ and ~~the~~difficult ~~inability~~ to ~~pass these increases through to our customers, could have a material adverse effect on our business and consolidated results of operations~~interpret.

~~Our~~If ~~ability~~the UAE were in the future to ~~operate~~violate ~~and~~European, US ~~our~~or ~~growth~~international ~~potential~~sanctions, penalties could beinclude ~~materially~~a prohibition or limitation on the UAE’s ability to conduct business in certain ~~and~~jurisdictions ~~adversely~~or ~~affected~~to ifaccess wethe ~~cannot~~US ~~attract,~~or ~~employ,~~international ~~and~~capital ~~retain~~markets. ~~technical~~Any ~~personnel~~such atsanction could have a ~~competitive~~material ~~cost~~adverse effect on our business, results of operations and financial condition.

~~Many~~Risks ofRelated 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~~Legal, ~~employ,~~Accounting and ~~retain technical personnel with the ability to design, utilize, and enhance these services~~Regulatory 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.Matters

~~Demand~~An ~~for~~unfavorable ~~the~~outcome ~~products~~of weany ~~distribute~~pending ~~could~~contingencies ~~decrease~~or ~~if the~~litigation ~~manufacturers~~could ofadversely ~~those~~affect ~~products were to sell a substantial amount of goods directly to end users in the markets we serve~~us.

~~Our~~We ~~products~~ are ~~purchased~~currently ~~through~~not ~~distributors and~~involved ~~not~~in ~~directly~~pending ~~from~~legal ~~manufacturers.~~proceedings arising Ifin ~~those~~the ~~customers~~ordinary ~~were~~course toof ~~purchase~~our ~~the~~business. ~~products~~Where ~~that~~it weis ~~sell~~reasonably ~~directly~~possible ~~from~~to ~~manufacturers~~do so, orwe ~~if manufacturers~~accrue ~~sought~~estimates toof ~~increase~~the ~~their~~probable ~~efforts~~costs tofor the ~~sell~~resolution ~~directly~~of tothese ~~end~~matters. ~~users,~~These ~~our~~estimates ~~business,~~are ~~results~~based ofupon ~~operations~~an ~~and~~analysis ~~financial~~of ~~condition could~~potential beresults ~~materially~~ and ~~adversely~~settlement ~~affected~~strategies. ~~These~~It oris ~~other~~possible, however, ~~developments~~ that ~~remove~~future usoperating ~~from,~~results orfor ~~limit~~any ~~our~~quarter ~~role~~or ~~in,~~annual ~~the~~period ~~distribution~~could ~~chain, may~~be ~~harm~~affected ~~our~~by ~~competitive~~changes ~~position~~ in ~~the~~assumptions. ~~marketplace~~For ~~and~~additional ~~reduce~~details related ~~our~~to ~~sales~~this ~~and~~risk, ~~earnings~~see “Legal Proceedings”.

WeThe ~~may~~Sale ~~experience~~of ~~unexpected~~our ~~supply~~Products ~~shortages~~involves Potential Product Liability and Related Risks that Could Expose us to Significant Insurance and Loss Expenses.

We ~~distribute~~face ~~products~~an ~~from~~inherent arisk ~~wide~~of ~~variety~~exposure ofto ~~manufacturers~~product liability ~~and~~claims ~~suppliers.~~if ~~Nevertheless,~~the use of our products results in, ~~the~~or ~~future~~is webelieved ~~may~~to have ~~difficulty~~resulted ~~obtaining~~in, ~~the~~illness ~~products~~or weinjury. ~~need~~Any ~~from~~product ~~suppliers~~liability ~~and~~claim ~~manufacturers~~may asincrease aour ~~result~~costs ofand ~~unexpected~~adversely ~~demand~~affect orour ~~production~~revenue ~~difficulties~~and operating income. ~~Also~~Moreover, ~~products~~liability claims arising from a serious adverse event may ~~not~~increase our becosts ~~available~~through tohigher usinsurance inpremiums ~~quantities~~and ~~sufficient~~deductibles for our insurances and may make it more difficult to ~~meet~~secure adequate insurance ~~our~~coverage ~~customer~~in ~~demand~~the future. ~~Our~~In ~~inability~~addition, toour ~~obtain~~product ~~sufficient~~liability ~~products~~insurance ~~from~~may ~~suppliers~~fail ~~and~~to ~~manufacturers~~cover future product liability claims, inwhich, ~~sufficient~~if ~~quantities~~adversely determined, could ~~have a~~subject ~~material~~us ~~adverse~~to ~~effect~~substantial onmonetary ~~our~~damages. ~~business,~~Al ~~results~~Shola ofGas ~~operations~~has ~~and~~General ~~financial~~Liability ~~condition~~Coverage.

~~Price~~Compliance ~~reductions~~with byChanging ~~suppliers~~Regulation of ~~products~~Corporate ~~sold~~Governance ~~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~~Public ~~prices~~Disclosure ~~prior~~May toResult ~~supplier~~in ~~price~~Additional ~~reductions, and we are required to sell such products to our customers at the lower market prices~~Expenses.

~~The~~Changing ~~value~~laws, ofregulations ~~our~~and ~~inventory~~standards ~~could~~relating to ~~decline~~corporate asgovernance aand ~~result of~~public ~~price~~disclosure, ~~reductions~~including bythe ~~manufacturers~~Sarbanes-Oxley Act of ~~products~~2002 ~~sold~~and bynew usSEC regulations, are creating uncertainty for companies such as ours. WeThese ~~have~~new ~~been~~or ~~selling~~changed ~~the~~laws, ~~same~~regulations ~~types~~and ofstandards ~~products~~are subject to ~~our~~varying ~~customers~~interpretations ~~for~~in many ~~years~~ cases ~~(and~~due ~~therefore~~to dotheir ~~not~~lack ~~expect~~of ~~that~~specificity, ~~our~~and ~~inventory~~as ~~will~~a ~~become~~result, ~~obsolete).~~their ~~However,~~application ~~there~~in ispractice nomay ~~assurance~~evolve ~~that~~over atime ~~substantial~~as ~~decline~~new inguidance ~~product~~is provided by regulatory ~~prices~~and ~~would~~governing ~~not~~bodies, which could result in acontinuing ~~write-down~~uncertainty ofregarding ~~our~~compliance ~~inventory~~matters ~~value~~and higher costs necessitated by ongoing revisions to disclosure and governance practices. ~~Such~~We aare ~~write-down~~committed ~~could~~to ~~have~~maintaining ahigh ~~material~~standards ~~adverse~~of ~~effect~~corporate ongovernance ~~our~~and ~~financial condition~~public disclosure. As ~~Also~~a result, ~~decreases~~we inintend ~~the~~to ~~market~~invest ~~prices~~resources ofto ~~products~~comply ~~sold~~with byevolving uslaws, ~~could~~regulations ~~cause~~and ~~customers~~standards, toand ~~demand~~this ~~lower~~investment ~~sale~~may ~~prices~~result ~~from~~in increased ~~us.~~general ~~These price~~and ~~reductions~~administrative ~~could~~expenses ~~reduce~~and ~~our~~a ~~margins~~diversion of management time and ~~profitability~~attention onfrom ~~sales~~revenue-generating ~~with~~activities ~~respect~~to compliance activities. If our efforts to ~~such~~comply ~~lower-priced~~with ~~products.~~new ~~Reductions~~or inchanged ~~our~~laws, ~~margins~~ regulations and ~~profitability~~standards ondiffer ~~sales~~from ~~could~~the ~~have~~activities aintended ~~material~~by ~~adverse~~regulatory or ~~effect~~governing onbodies ~~our~~due ~~business,~~to ~~results~~ambiguities ofrelated ~~operations~~to practice, ~~and~~our ~~financial~~reputation ~~condition~~may be harmed.

AIf ~~substantial~~we ~~decrease~~Fail into Comply with the ~~price~~Rules ofunder ~~steel~~the ~~could~~Sarbanes-Oxley ~~significantly~~Act ~~lower~~Related ~~our~~to ~~gross~~Accounting ~~profit~~Controls and Procedures, or ~~cash~~if ~~flow~~Material Weaknesses or Other Deficiencies are Discovered in our Internal Accounting Procedures, our Stock Price Could Decline Significantly.

WeSection ~~distribute~~404 ~~many~~of ~~products~~the ~~manufactured,~~Sarbanes-Oxley Act requires annual ~~some~~management assessments of ~~which~~the ~~may~~effectiveness ~~contain~~of ~~steel~~our internal controls over financial reporting. We are in the process of documenting and, testing asour ainternal ~~result~~control procedures, ~~our~~and ~~business~~we may beidentify ~~significantly~~material ~~affected~~weaknesses byin ~~the~~our ~~price~~internal ~~and~~control ~~supply~~over offinancial ~~steel.~~reporting ~~When~~and ~~steel~~other ~~prices~~deficiencies. If material weaknesses and deficiencies are ~~lower~~detected, ~~the~~it ~~prices~~could ~~that~~cause weinvestors ~~charge~~to ~~customers~~lose ~~for~~confidence ~~products~~in ~~may~~our ~~decline,~~Company ~~which~~and result ~~affects~~in a decline in our ~~gross~~stock ~~profit~~price and ~~cash~~consequently ~~flow~~affect our financial condition. ~~The~~ ~~steel~~In ~~industry~~addition, asif awe ~~whole~~fail isto ~~cyclical~~achieve and atmaintain the ~~times~~adequacy ~~pricing~~of ~~and~~our ~~availability~~internal ofcontrols, ~~steel~~we ~~can~~may not be ~~volatile~~able ~~due~~ to ~~numerous~~ensure ~~factors beyond~~that ~~our~~we ~~control,~~can ~~including~~conclude ~~general~~on ~~domestic~~an ~~and~~ongoing ~~international~~basis ~~economic~~that ~~conditions,~~we ~~labor~~have ~~costs,~~effective ~~sales~~internal controls ~~levels,~~over ~~competition, consolidation~~financial reporting in accordance with Section 404 of ~~steel~~the ~~producers~~Sarbanes-Oxley Act. Moreover, ~~fluctuations~~effective ininternal ~~the~~controls, ~~costs~~particularly those ofrelated ~~raw~~to ~~materials~~revenue recognition, are necessary for us to produce ~~steel,~~reliable ~~import~~financial ~~duties~~reports and ~~tariffs and~~are ~~currency~~important ~~exchange~~to ~~rates~~helping prevent financial fraud. ~~When~~If ~~steel~~we ~~prices~~cannot ~~decline,~~provide ~~customer~~reliable ~~demands~~financial ~~for~~reports ~~lower~~or ~~prices~~prevent ~~and~~fraud, our ~~competitors’~~business ~~responses~~and ~~to those~~operating ~~demands~~results could ~~result~~be harmed, investors could lose confidence in ~~lower~~our ~~sale~~reported ~~prices~~financial ~~and~~information, ~~consequently~~and the trading price of our Common Stock could drop significantly. In addition, ~~lower~~we ~~gross~~cannot ~~profit~~be certain that additional material weaknesses or ~~cash~~significant ~~flow~~deficiencies in our internal controls will not be discovered in the future.

IfFailure ~~steel~~To ~~prices~~Comply ~~rise~~with the U.S. Foreign Corrupt Practices Act, wethe U.K. ~~may~~Bribery beAct ~~unable~~or toOther ~~pass~~Applicable ~~along~~Anti-bribery ~~the~~Laws ~~cost increases~~Could toHave ~~our~~an ~~customers~~Adverse Effect on us.

WeThe ~~maintain~~U.S. ~~inventories~~Foreign ofCorrupt ~~steel~~Practices ~~products~~Act, ~~to accommodate~~ the ~~lead time requirements of our customers~~U.K. ~~Accordingly,~~Bribery Act weand ~~purchase~~similar ~~steel~~anti-bribery ~~products~~laws in another ~~effort~~jurisdictions togenerally ~~maintain~~prohibit ~~our~~companies ~~inventory~~and attheir ~~levels that~~intermediaries wefrom ~~believe~~making toimproper bepayments for ~~appropriate to satisfy~~ the ~~anticipated~~purpose ~~needs~~ of ~~our~~obtaining ~~customers~~or ~~based~~retaining ~~upon~~business. ~~historic~~Recent ~~buying~~years ~~practices,~~have ~~contracts~~seen ~~with customers~~a ~~and~~substantial ~~market~~increase ~~conditions.~~in ~~Our~~anti-bribery ~~commitments~~law toenforcement ~~purchase~~activity with ~~steel~~more ~~products~~frequent ~~are~~and ~~generally~~aggressive atinvestigations ~~prevailing~~and ~~market~~enforcement ~~prices~~proceedings inby ~~effect~~both at the ~~time~~ weDepartment ~~place~~of ~~our~~Justice ~~orders.~~and Ifthe ~~steel~~SEC, ~~prices~~increased enforcement ~~increase~~activity ~~between~~by ~~the~~non-U.S. ~~time,~~regulators weand ~~order~~increases ~~steel~~in ~~products~~criminal and ~~the~~civil ~~time~~proceedings ofbrought ~~delivery~~against ofcompanies ~~such~~and ~~products~~individuals. toOur ~~us,~~policies ~~our~~mandate ~~suppliers~~compliance ~~may~~with ~~impose~~all ~~surcharges~~anti-bribery ~~that~~laws. ~~require~~Our usinternal tocontrol ~~pay~~policies ~~for~~and ~~increases~~procedures inmay ~~steel~~not ~~prices~~always ~~during~~protect ~~such~~it ~~period.~~from reckless ~~Demand~~or ~~for~~criminal ~~the~~acts ~~products we~~committed ~~distribute,~~by ~~the~~employees ~~actions~~or ofthird-party ~~our~~intermediaries. ~~competitors,~~Violations ~~and~~of ~~other~~these ~~factors~~anti-bribery ~~will~~laws ~~influence~~may ~~whether~~result wein ~~will~~criminal or becivil ~~able~~sanctions, towhich ~~pass~~could ~~such~~have ~~steel~~a ~~cost~~material ~~increases and~~adverse ~~surcharges~~effect on tous ~~our~~as ~~customers,~~well ~~and~~as weour ~~may~~financial becondition ~~unsuccessful~~and inresults ~~doing~~of sooperations.

WeChanges ~~may~~in ~~not~~Tax laws or Exposure to Additional Income Tax Liabilities Could have ~~adequate~~a ~~insurance~~Material ~~for~~Impact ~~potential~~on ~~liabilities~~our Company, ~~including~~ ~~liabilities~~the ~~arising~~Results ~~from~~of ~~litigation~~Operations, Financial Conditions and Cash Flows.

InWe ~~the~~are ~~ordinary~~subject ~~course~~to ofincome ~~business,~~and wenon-income-based ~~have and,~~taxes in the ~~future,~~jurisdictions ~~may~~in ~~become~~which ~~the subject of various claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, the products~~ we ~~distribute,~~operate ~~employees~~ and ~~other~~intend ~~matters, including potential claims by individuals alleging exposure~~ to ~~hazardous~~operate, ~~materials~~ as awell ~~result~~as ofjurisdictions ~~the~~such ~~products~~as ~~we distribute or our operations. Some of these claims may relate to~~ the ~~activities of~~United ~~businesses that we have acquired, even though these activities may have occurred prior to our acquisition of such businesses~~States. The ~~products~~ wetax ~~distribute~~laws ~~are sold primarily for use~~ in ~~the~~these jurisdictions ~~energy industry, which is subject to inherent risks that~~ could ~~result~~change inon ~~death, personal~~a ~~injury,~~prospective ~~property damage, pollution,~~ or ~~loss~~retroactive ~~of production. In addition~~basis, ~~defects~~and inany ~~the~~such ~~products~~changes ~~we distribute~~ could ~~result~~adversely ~~in death,~~affect ~~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~~our useffective ~~to claims for damages~~tax rate.

WeTaxation ~~maintain~~regulation ~~insurance~~in toterritories ~~cover~~around ~~certain~~the ~~of our potential~~world ~~losses,~~can ~~and~~also wechange ~~are~~very ~~subject to various self-retentions~~quickly, ~~deductibles,~~which ~~and~~may ~~caps~~mean ~~under~~that ~~our~~all ~~insurance.~~the Itimplications isfor ~~possible,~~businesses ~~however,~~may ~~that~~not ~~judgments could~~have bebeen ~~rendered~~fully ~~against~~thought usthrough inby ~~cases~~the inregulating authorities ~~which~~before wefinal ~~would~~guidelines ~~be uninsured~~ and ~~beyond~~laws ~~the~~are ~~amounts~~issued. ~~that~~Furthermore, weany ~~currently~~changes ~~have~~made ~~reserved~~by ortax ~~anticipate incurring~~authorities, ~~for~~together ~~such~~with ~~matters.~~other ~~Even a partially uninsured claim~~legislative changes, ifto ~~successful~~the ~~and~~mandatory sharing of ~~significant~~company ~~size,~~information ~~could~~(financial ~~have~~and aoperational) ~~material~~with ~~adverse~~tax ~~effect~~ authorities on ~~our~~both ~~business,~~a ~~results~~local ~~of operations~~ and ~~financial~~global ~~condition. Furthermore~~basis, could welead ~~may~~to ~~not~~disagreements bebetween ~~able~~jurisdictions towith ~~continue~~respect to ~~obtain~~the ~~insurance~~proper onallocation ~~commercially reasonable~~of ~~terms~~profits inbetween ~~the~~such ~~future,~~jurisdictions. ~~and~~We wetherefore continuously ~~may~~monitor ~~incur~~changes ~~losses~~to ~~from~~tax ~~interruption~~regulation ofand ~~our~~double ~~business~~tax ~~that~~treaties ~~exceed~~between ~~our~~the ~~insurance~~territories ~~coverage. Finally, even~~ in ~~cases~~which ~~where~~ we ~~maintain~~operate. ~~insurance~~We ~~coverage,~~also ~~our~~maintain ~~insurers~~a comprehensive ~~may~~transfer ~~raise~~pricing ~~various~~policy ~~objections and exceptions~~ to ~~coverage~~govern ~~which could make uncertain~~ the ~~timing~~flow ~~and amount~~ of ~~any~~funds ~~possible~~between ~~insurance~~various ~~recovery~~tax territories.

17We 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.

~~Our~~While ~~operations~~we ~~are~~have ~~subject~~recorded reserves for potential payments to ~~hazards~~various ~~inherent~~tax inauthorities related to uncertain tax positions, the ~~oil~~calculation ~~and~~of such tax liabilities involves the application of complex ~~gas~~tax ~~industry~~regulations ~~and~~in many jurisdictions. Therefore, asany 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 ~~are~~determine ~~exposed~~the liabilities to ~~potential~~be ~~liabilities~~no ~~that~~longer ~~may~~necessary. ~~affect~~Conversely, ~~our~~if the payment proves to be more than the reserves, we could incur additional charges, and these could have a materially adverse effect on the business, financial condition, results of operations, and ~~reputation~~cash flows.

~~Risks~~The ~~inherent~~US toDepartment ~~our~~of ~~industry,~~the ~~such~~Treasury’s asOffice ~~equipment~~of ~~malfunctions~~Foreign ~~and~~Assets ~~failures,~~Control ~~equipment misuse and defects~~(“OFAC”), ~~explosions~~ and ~~uncontrollable~~the ~~flows~~Bureau of ~~oil,~~Industry ~~natural gas or well fluids~~ and ~~natural disasters,~~Security ~~can~~at ~~cause~~the ~~personal~~US ~~injury,~~Department ~~loss~~ of ~~life,~~Commerce ~~suspension~~(“BIS”) administer ofcertain ~~operations,~~laws ~~damage to formations, damage to facilities, business interruption~~ and ~~damage~~regulations tothat orrestrict ~~destruction~~US ofpersons ~~property~~and, ~~equipment,~~in ~~and~~some ~~the environment. These risks could expose us to substantial liability for personal injury~~instances, ~~wrongful~~non-US ~~death~~persons, ~~property~~in ~~damage,~~conducting ~~loss of oil and gas production~~activities, ~~pollution, and other environmental damages. The frequency and~~transacting ~~severity~~business ~~of such incidents will affect operating costs, insurability and relationships~~ with ~~customers~~, ~~employees,~~or ~~and~~making ~~regulators.~~investments ~~In particular,~~in ~~our~~certain ~~customers may elect not to purchase our services if they view our safety record as unacceptable~~countries, ~~which could cause us to lose customers and substantial revenues. In addition~~governments, ~~these~~entities ~~risks may be greater for us because we may acquire companies that have not allocated significant resources~~ and ~~management~~individuals ~~focus~~subject to ~~safety~~US ~~and~~economic ~~have a poor safety record requiring rehabilitative efforts during the integration process~~sanctions.

Our ~~customers~~international ~~could~~operations ~~seek~~subject ~~damages~~us ~~for~~to ~~losses~~these ~~associated~~laws ~~with~~and ~~these errors~~regulations, ~~defects,~~which orare ~~other~~complex ~~performance~~and ~~problems~~constantly changing. ~~Our~~They ~~insurance~~restrict ~~policies~~business ~~may~~dealings ~~not~~with becertain ~~adequate~~countries, togovernments, ~~cover all liabilities. Further~~entities, ~~insurance~~and ~~may~~individuals ~~not~~and bemay ~~generally available in the future or~~enact, ~~if available~~amend, ~~insurance premiums may make such insurance commercially unjustifiable. Moreover~~enforce, ~~even~~or ifinterpret wefurther ~~are~~restrictions ~~successful~~ in ~~defending~~ a ~~claim,~~manner itthat ~~could~~materially beimpacts ~~time-consuming~~our ~~and costly to defend~~operations.

WeOur ~~are~~subsidiary ~~subject~~sells toand ~~increased~~installs ~~risks~~products, ~~associated~~and ~~with our investments~~may inprovide ~~emerging~~related ~~markets~~services, ~~particularly~~to indistributors ~~the~~or ~~Middle~~contractors ~~East~~and ~~region~~other ~~and~~purchasing ~~specifically~~bodies in ~~the~~such ~~United Arab Emirates~~countries. These ~~risks~~business ~~encompass~~dealings ~~significant~~represent ~~political,~~an ~~social,~~insignificant amount of our consolidated revenues and ~~economic~~income ~~uncertainties~~but inexpose ~~the~~us ~~region.~~to ~~Given~~a ~~the~~heightened ~~volatile~~risk ~~nature~~of violating applicable sanctions regulations. Violations of these ~~markets~~regulations are punishable by civil penalties, ~~instabilities~~including infines, ~~these~~denial ~~regions~~of export privileges, injunctions, asset seizures, ~~could~~debarment ~~significantly~~from ~~adversely~~government ~~affect~~contracts ~~the~~and ~~value~~revocations or restrictions of ~~our~~licenses, ~~investments~~as well as criminal fines and imprisonment.

~~Almost~~We ~~all~~have ofestablished ~~our~~policies ~~operations~~and ~~are~~procedures ~~conducted, and~~designed ~~almost~~to ofassist ~~our~~with ~~assets~~compliance ~~are,~~with assuch atlaws ~~the~~and ~~date of this document, located in the UAE, which is defined as an emerging market~~regulations. ~~While most of the countries in which we conduct our business have historically not been affected by political instability~~However, there iscan be no assurance that ~~any~~ ~~political,~~these ~~social,~~will ~~economic~~prevent orus ~~market~~from ~~conditions~~violating these ~~affecting~~regulations ~~such countries~~ in ~~the~~every ~~Middle~~transaction ~~East~~in ~~region~~which ~~generally~~we ~~(as~~may ~~well~~engage. asAs ~~outside the~~such ~~Middle~~a ~~East~~violation ~~region~~could ~~because~~adversely ofaffect ~~interrelationships~~our ~~within~~reputation, ~~the~~business, ~~global~~ financial ~~markets) would not have a material adverse effect on~~ ~~our business~~condition, results of operations and ~~financial~~cash ~~condition~~flows.

~~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:~~17

● Risks ~~ongoing~~Related ~~macroeconomic uncertainty and disruption due~~ to ~~the~~our ~~COVID-19~~Management ~~pandemic;~~and Control Persons

●Our anlargest ~~increase~~shareholder, inFusion ~~inflation~~Fuel ~~and~~Green, holds substantial control over the ~~cost~~Company ofand ~~living;~~is able to influence all corporate matters, which shareholders may consider to not always be in their best interests.

●Fusion aFuel ~~devaluation~~Green inholds substantial control of our Company with over 50% of the ~~currency~~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 ~~country~~change inof ~~which~~control weof ~~have~~our ~~operations;~~Company.

●We ~~external~~are ~~acts~~dependent on the continued services of ~~warfare~~our director and ~~civil~~executive chairman ~~clashes~~and officers and if we fail to keep them or ~~other~~fail ~~hostilities~~to ~~involving~~attract ~~nations~~and inretain ~~the~~qualified ~~region;~~senior executives and key technical personnel, our business may not be able to expand.

●We ~~governmental~~are ~~actions~~dependent oron ~~interventions~~the continued availability of Executive Chairman, ~~including~~Nicolas ~~tariffs~~Link, ~~protectionism~~CEO, John-Paul Backwell, and ~~subsidies;~~CCO, Carsten Kjems Falk, and the availability of new executives to implement our business 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 retain the employees required for us to be successful, there can be no assurance that we will be able to retain all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as required.

●Our ~~difficulties~~lack ~~and~~of ~~delays~~adequate inD&O ~~obtaining~~insurance ~~governmental~~may oralso ~~other~~make ~~approvals,~~it ~~new~~difficult for ~~permits~~us ~~and~~to ~~consents~~retain ~~for~~and ~~our~~attract ~~operations~~talented orand ~~renewing~~skilled ~~existing~~directors ~~ones;~~and officers.

●In the future we may be subject to litigation, including potential ~~lack~~class action and stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of ~~transparency~~time. orTo ~~reliability~~date, inwe ~~jurisdictions~~have ~~where~~not obtained directors and officers liability (“D&O”) insurance, but we ~~operate;~~plan to obtain it following an uplist to a National Exchange. Without adequate D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Furthermore, our lack of adequate D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

●The ~~cancellation~~elimination of ~~contractual~~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 our Company and may discourage lawsuits against our directors, officers, and employees.

●Our ~~lack~~Articles of ~~infrastructure;~~Incorporation contain provisions that eliminate the liability of our directors for monetary damages to our 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 our directors, officers, and employees. The foregoing indemnification obligations could result in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting costs may also discourage our company from bringing a lawsuit against directors, officers, and employees for breaches of their fiduciary 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 our Company and shareholders.

● Our ~~expropriation~~officers ormay ~~nationalization~~voluntarily ofterminate ~~assets;~~their relationship with us at any time, and competition for qualified personnel is lengthy, costly, and disruptive.

●If ~~inability~~we lose the services of our officers and fail to replace ~~repatriate~~them ~~profits~~if they depart, we could experience a negative effect on our financial results and~~/or~~ ~~dividends;~~stock price. The loss and potential challenges in attracting, integrating, motivating, and retaining additional key employees could have a material adverse effect on our business, operating and financial results and stock price.

●Certain ~~continued~~officers ~~regional political instability~~ and ~~unrest,~~directors ~~including~~have ~~government~~other orbusiness ~~military~~activities ~~regime~~which might ~~change,~~cause ~~riots~~them orto ~~other~~allocate ~~forms~~less oftime ~~civil~~to ~~disturbance~~work oron ~~violence,~~our ~~including through acts of terrorism;~~business.

18Part 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. (“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 that focus on one company over the other, 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 currently, with respect to QIND, and in the 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 director’s understanding of his or her fiduciary duties to our company.

●In ~~military~~an ~~strikes~~effort orto ~~the~~resolve ~~outbreak~~potential conflicts of ~~war~~interest as between ILUS and QIND, our officers and director have agreed that any opportunities that they are aware of independently or ~~other~~directly through ~~hostilities~~their ~~involving~~association ~~nations~~with inus would be presented by them solely to QIND, before determining whether to include the ~~region;~~opportunities in ILUS.

●In ageneral, ~~material~~our ~~curtailment~~officers ofand ~~the~~director ~~industrial~~are required to present business opportunities to QIND and ~~economic~~may ~~infrastructure~~present ~~development~~the ~~that~~opportunity isto ~~currently~~ILUS ~~underway~~if ~~across~~the opportunity is aligned with the ~~Middle~~business ~~East~~of ~~region;~~ILUS.

●Potential ~~increased~~investors ~~government~~should ~~regulations,~~also orbe ~~adverse~~aware ~~governmental~~of ~~activities, with respect to price, import and export controls,~~ the ~~environment,~~following ~~customs~~potential conflicts ~~and~~of ~~immigration, capital transfers, foreign exchange and currency controls, labor policies, land and water use and foreign ownership;~~interest:

●In ~~changing~~the ~~tax~~course ~~regimes~~of their other business activities, ~~including~~our ~~the~~officers ~~imposition~~and director may become aware of ~~taxes~~investment inand ~~currently~~business ~~tax~~opportunities ~~favorable~~which ~~jurisdictions;~~may be appropriate for presentation to us as well as the other entities with which they are affiliated.

●Our ~~arbitrary,~~officers ~~inconsistent,~~and ordirector ~~unlawful~~may ~~government~~have ~~action,~~a ~~including~~conflict ~~capricious~~of ~~application~~interest with respect to evaluating a particular business combination if the retention or resignation of ~~tax~~any ~~laws~~such officers and ~~selective~~directors ~~tax~~was ~~audits;~~included by a target business as a condition to any agreement with respect to the combination. Our employment contracts have been filed as exhibits to this form 10-K.

~~● limited availability of capital or debt financing; and~~18

●The ~~slowing~~following ~~regional~~table summarizes the entities to which our executive officers and ~~global~~director ~~economic~~currently ~~environment.~~have fiduciary duties or contractual obligations:

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

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

It(1) isEach ~~not~~person ~~possible~~has toa ~~predict~~fiduciary ~~the~~duty ~~occurrence~~with ~~of events~~respect orto ~~circumstances such as or like those outlined above or~~ the ~~impact~~listed ofentities ~~such~~next ~~occurrences and no assurance can be given that we would be able~~ to ~~sustain~~their ~~its~~respective ~~current profit levels if such events or circumstances were to occur~~names.

~~Investors~~(2) ~~should~~Each ~~also~~of bethe ~~aware~~entities ~~that~~listed ~~emerging~~by ~~markets are~~trading ~~subject~~symbol ~~to greater risks than more developed markets, including~~ in ~~some~~this ~~cases~~table ~~significant~~has ~~legal,~~priority ~~economic,~~ and ~~political~~preference ~~risks.~~relative ~~Accordingly, investors~~to ~~should~~our ~~exercise~~company ~~particular~~with ~~care~~respect into ~~evaluating~~ the ~~risks~~performance ~~involved~~by ~~and~~each ~~must~~individual ~~decide~~listed ~~for themselves whether, considering those risks, their investment is appropriate. Generally, investment~~ in ~~developing~~this ~~markets~~table isof ~~only~~his ~~suitable~~obligations ~~for~~and ~~sophisticated~~the ~~investors~~presentation ~~who fully~~by ~~appreciate~~each ~~the~~such ~~significance~~individual of ~~the~~business ~~risks involved~~opportunities.

ToWe ~~the~~cannot ~~extent~~provide assurances that ~~economic~~our ~~growth~~efforts orto ~~performance~~eliminate in the ~~countries~~potential inimpact ~~which~~of weconflicts ~~operate~~of ~~slows~~interest orwill ~~begins~~be toeffective. ~~decline,~~We orare ~~political~~at ~~conditions~~risk ~~become~~that ~~sufficiently~~our ~~unstable~~officers toand ~~have~~director awill ~~material~~favor their other ~~adverse~~business ~~effect~~interests onover ~~our~~the ~~operations,~~needs of our company. These competing business, ~~financial~~interests ~~condition,~~could ~~and~~interfere ~~results~~with ofour ~~operations~~ability ~~may~~to beimplement ~~materially~~our business ~~adversely~~plan ~~affected~~successfully.

WeOur ~~are~~majority ~~exposed~~owner toFusion ~~risks~~Fuel ~~from~~Green ~~potentially~~collectively ~~unpredictable~~owns ~~legal~~a substantial ~~and~~amount ~~regulatory~~of ~~environments~~our invoting ~~the UAE and Middle East region~~stock.

~~We currently operate in the UAE~~Collectively, anFusion ~~emerging~~Fuel ~~market economy,~~Green ~~which~~owns ~~is in various stages of developing legal and regulatory systems that are not yet as fully matured and/~~or ~~established as~~exercises ~~those~~voting ~~of Western Europe~~ and ~~the~~investment ~~United States.~~control ~~Some~~of ~~emerging~~over ~~market~~50% ~~countries are also in the process~~ of ~~transitioning~~our tooutstanding acommon ~~market economy~~stock and, asvoting apower ~~result, are experiencing changes~~ in ~~their~~our ~~economies~~Company. ~~and~~As ~~their~~a ~~government policies (including~~result, ~~without~~unless ~~limitation, policies~~required ~~relating~~by toa ~~foreign~~stock ~~ownership,~~exchange ~~repatriation of profits~~rule, ~~property~~investors ~~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~~prevented ~~inconsistently~~from ~~with~~affecting ~~anomalies~~matters ininvolving ~~their interpretation or implementation. Such anomalies could affect~~ our ~~ability~~Company, ~~to enforce our rights under our contracts or to defend our business against claims by others.~~including:

~~There~~● ~~can~~the becomposition noof ~~assurance~~our ~~that~~Board ifand, ~~laws~~through orit, ~~regulations were~~any ~~imposed~~determination onwith ~~the~~respect ~~products~~to ~~and~~our ~~services~~business ~~offered~~direction byand uspolicies, itincluding ~~would~~the ~~not~~appointment ~~increase~~and ~~our~~removal ~~costs,~~of orofficers; ~~adversely~~● ~~affect~~any ~~the~~determination ~~way~~with inrespect ~~which~~to wemergers ~~conduct our business~~ or ~~otherwise~~other ~~have~~business acombinations; ~~material~~● ~~adverse~~our ~~effect~~acquisition onor ~~our~~disposition ~~results~~ of ~~operations~~assets; and ~~financial~~● ~~condition~~our corporate financing activities.

~~Any~~Furthermore, this concentration of voting power could have the ~~above~~effect ~~factors~~of delaying, ~~alone~~deterring, or inpreventing a change of control or other business combination, that might otherwise be beneficial to our stockholders. This significant concentration of share ownership may ~~have~~also aadversely ~~material~~affect ~~adverse~~the ~~effect~~trading onprice of our ~~business,~~common ~~results~~stock because ofinvestors ~~operations~~may ~~and~~perceive ~~financial~~disadvantages ~~condition~~in owning stock in a Company that is controlled by a small number of stockholders.

19Risks Relating to our Securities.

We ~~are~~may ~~exposed~~conduct toofferings ~~risks~~of ~~arising~~our ~~from~~equity ~~potential~~securities ~~changes~~ in the ~~UAE’s~~ ~~visa legislation~~future, in which ~~could~~case ~~adversely~~your ~~impact~~proportionate ~~our~~interest ~~business~~may ~~operations~~become diluted.

AWe ~~federal~~may ~~decision~~be ~~No.~~required ~~281~~to ofconduct ~~2009~~equity ~~issued~~offerings ~~by the Minister of the Interior~~ in ~~May 2009 (the “Resolution”), which came into effect on 1 June 2009, standardized the~~ ~~terms of residency permits issued to expatriate residential property owners across~~ the ~~UAE. The~~future ~~decree allows expatriate property owners~~ to ~~apply~~finance ~~for~~our ~~renewable~~current ~~multiple-entry~~projects ~~visas~~or ~~with a validity of six months. The residency permit does not entitle the holder~~ to ~~work~~finance insubsequent ~~the~~projects ~~UAE~~that ~~and~~we isdecide ~~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 insuranceundertake. ~~While~~If ~~the~~our ~~Resolution~~common ~~was~~stock ~~passed~~shares ~~with the intention of standardizing the previous rules and stimulating the~~are ~~domestic~~issued ~~market, it is not possible to assess whether the Resolution has had a positive or negative effect on levels of foreign investment~~ in ~~the~~return ~~UAE market. Separately, the Government, through the Dubai Land Department, has introduced a two-year residency visa~~ for ~~residential property~~additional ~~owners in Dubai~~funds, ~~and, while~~ the ~~criteria~~price ~~for~~per ~~obtaining~~share ~~this~~could ~~residency~~be ~~visa~~lower isthan ~~similar~~that topaid ~~the~~by ~~residency~~our ~~permit,~~current itshareholders ~~provides~~but ~~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~~aim ~~dependents (subject~~ to ~~meeting~~increase ~~the~~overall ~~relevant~~value ~~criteria~~ for ~~dependent~~all ~~sponsorship)~~shareholders. ~~The~~We ~~Government~~anticipate ~~has~~continuing ~~introduced other new visa measures~~ to ~~make~~rely ~~the~~on ~~UAE~~equity ~~more~~sales ~~appealing to investors, entrepreneurs, skilled personnel and outstanding students, including the 10-year “Golden” visa. As~~ of ~~the~~our ~~date~~common ofstock ~~filing~~shares ~~this prospectus, we have not experienced difficulties~~ in ~~attracting~~order ~~skilled personnel, however, any restrictive~~to ~~changes~~fund toour ~~the~~business ~~UAE’s~~operations. ~~visa~~If ~~policies~~we ~~may~~issue ~~discourage~~additional ~~foreign~~common ~~nationals~~stock ~~from~~shares ~~choosing~~or tosecurities ~~live,~~convertible ~~work,~~into ~~and~~shares ~~invest~~of inour ~~the~~common ~~UAE~~stock, ~~which would~~your ~~have~~percentage aninterest ~~adverse~~in ~~effect~~us oncould ~~our~~become ~~ability to attract skilled personnel, our business, results of operations and financial condition~~diluted.

WeOur ~~are~~common ~~subject~~stock toprice ~~risks~~may ~~associated~~be ~~with~~volatile ~~potential~~and ~~unlawful~~could ~~or arbitrary governmental actions in the UAE~~fluctuate, which could ~~negatively~~result ~~impact~~in ~~our~~substantial ~~operations~~losses ~~and~~for ~~financial performance~~investors.

~~Governmental~~Our ~~authorities~~common instock ~~the UAE in which we operate may have a high degree of discretion and, at times, act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that~~ is ~~contrary~~quoted toon ~~law~~the orOTC ~~influenced~~Markets ~~by political or commercial considerations. The governing law covers all areas across~~under ~~Dubai, including special development zones and free zones and annuls clauses of~~ the ~~resolution issued on January 1~~symbol, ~~1964, regulating expropriation of private property for public use~~“QIND”. ~~Such~~During ~~governmental~~the ~~action~~30 ~~could~~trading ~~include,~~days ~~among~~preceding ~~other~~December ~~things~~31, ~~the withdrawal of building permits~~2024, the ~~expropriation~~trading price of ~~property~~our ~~without~~shares ~~adequate~~in ~~compensation or~~ the ~~forcing~~OTC ~~of business acquisitions, combinations, or sales.~~Market Aranged ~~new~~from ~~law,~~a ~~titled~~minimum ~~“Law~~of No$0.06 ~~(2) of~~per ~~2022~~share ~~Concerning~~to ~~Acquisition~~a ofmaximum ~~Real Property for the Public Benefit in the Emirate~~ of ~~Dubai”, however,~~$0.075 ~~aims~~per toshare. ~~ensure~~The ~~that~~market ~~the~~price ~~rights~~ of ~~owners~~our ofcommon ~~expropriated~~has ~~property~~been ~~are~~volatile ~~protected~~ and ~~that they are afforded full and fair compensation~~could ~~according~~continue to abe ~~clear~~volatile ~~set~~and offluctuate ~~rules~~in ~~outlined~~price byin ~~the~~response ~~new~~to ~~law~~various ~~from 2022. However~~factors, ~~any~~many ~~such~~of ~~action~~which ~~taken~~are ~~may~~beyond ~~have a material adverse effect on~~ our ~~business~~control, ~~results of operations and financial condition.~~including:

We● ~~are~~government ~~subject~~regulation toof our Company and operations. ● the ~~risk~~establishment of ~~international~~partnerships. ~~sanctions~~● intellectual property disputes. ● additions or departures of key personnel. ● sales of our common stock. ● our ability to integrate operations, ~~which could~~technology, ~~significantly~~products, ~~impact~~and services. ● our ability to execute our business ~~activities,~~plan. ● operating results below expectations. ● loss of ~~operations~~any strategic relationship. ● industry developments. ● economic and other external factors; and ● period-to-period fluctuations in our financial ~~condition~~results.

European, US and other international sanctions have in the past been imposed on companies engaging in certain types of transactions with specified countries or companies or individuals in those countries. Companies 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 registration statement. The terms of legislation and other rules and regulations which establish sanctions regimes are often broad in scope and difficult to interpret.19

IfIn addition, the ~~UAE~~securities ~~were~~markets inhave ~~the~~from ~~future~~ time-to ~~violate European,~~-time USexperienced orsignificant ~~international~~price ~~sanctions,~~and ~~penalties~~volume ~~could~~fluctuations ~~include~~that aare ~~prohibition~~unrelated ~~or limitation on the UAE’s ability~~ to ~~conduct business in certain jurisdictions or to access~~ the USoperating orperformance ~~international~~of ~~capital~~particular ~~markets~~companies. ~~Any~~These ~~such~~market fluctuations ~~sanction~~may ~~could~~also ~~have~~materially aand ~~material~~adversely ~~adverse~~affect ~~effect~~the ~~on our~~market ~~business,~~price ~~results~~ of ~~operations~~our ~~and~~common ~~financial condition~~stock.

20Sales 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.

~~Risks~~The ~~Related~~market price of our common stock could decline significantly as a result of sales of a large number of shares of our common stock. If our existing stockholders sell, or indicate an intention to ~~Legal~~sell, ~~Accounting~~substantial amounts of our common stock in the public market after the contractual and ~~Regulatory~~securities law restrictions ~~Matters~~on resale of such common stock lapse, or after those shares become registered for resale pursuant to an effective registration statement, the trading price of our common stock could decline. As of December 31, 2024, a total of 126,642,689 shares of our common stock were outstanding. 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.

AnThe ~~unfavorable~~Issuance ~~outcome~~of shares of ~~any~~our ~~pending~~common ~~contingencies~~stock upon conversion or ~~litigation~~exercise ~~could~~of ~~adversely~~convertible ~~affect~~notes, uswill dilute ownership to existing shareholders and may cause our stock price to fall.

WeAny ~~are~~issuance ~~currently~~of ~~not~~additional ~~involved~~common instock ~~pending~~by ~~legal~~us in the ~~proceedings~~future ~~arising~~as ina result of the ~~ordinary~~conversion ~~course~~or exercise of convertible notes or debt settlements would result in dilution to our ~~business~~existing shareholders. Such ~~Where~~issuances itcould isbe ~~reasonably~~made ~~possible~~at toa doprice ~~so,~~that wereflects ~~accrue~~a ~~estimates~~discount ofor a premium to the ~~probable~~then-current trading price of our common stock. Moreover, ~~costs~~the ~~for~~perception in the ~~resolution~~public market that shareholders might sell shares of ~~these~~our ~~matters.~~stock ~~These~~or ~~estimates~~that ~~are~~we ~~based~~could ~~upon~~make ana ~~analysis~~significant issuance of ~~potential~~additional common ~~results~~stock ~~and~~in ~~settlement~~the ~~strategies~~future could depress the market for our shares. It isThese ~~possible~~sales, ~~however,~~or the perception that ~~future~~these ~~operating~~sales ~~results~~might ~~for~~occur, ~~any~~could depress ~~quarter~~the market price of our common stock, or ~~annual~~make ~~period~~it ~~could~~more bedifficult ~~affected~~for byus ~~changes~~to sell equity securities in ~~assumptions. For~~the ~~additional~~future ~~details~~at ~~related~~a totime ~~this~~and ~~risk,~~at a ~~see~~price ~~“Legal~~that ~~Proceedings”~~we deem appropriate.

~~The~~We ~~Sale~~have issued shares of our ~~Products~~common ~~involves~~stock, ~~Potential~~as ~~Product~~well as ~~Liability~~other securities such as convertible notes, which are convertible into shares of our common stock, in financing transactions that are ~~and~~deemed ~~Related~~to ~~Risks~~be “restricted securities,” as that ~~Could~~term ~~Expose~~is usdefined in Rule 144 promulgated under the Securities Act. From time to ~~Significant~~time, ~~Insurance~~certain ~~and~~of ~~Loss~~our ~~Expenses~~shareholders or derivative security holders may be eligible to sell all or some of their restricted 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.

WeFuture ~~face~~issuance ~~an inherent risk~~ of ~~exposure~~additional toshares ~~product liability claims if the use~~ of ~~our~~common ~~products~~stock ~~results in,~~ and/or ispreferred stock ~~believed~~could todilute ~~have~~existing ~~resulted in, illness or injury~~stockholders. ~~Any~~We ~~product~~have ~~liability claim may increase our costs~~ and ~~adversely affect our revenue and operating income. Moreover, liability claims arising from a serious adverse event~~ may ~~increase~~issue ~~our~~preferred ~~costs~~stock ~~through~~that ~~higher~~could ~~insurance~~have ~~premiums~~rights ~~and~~that ~~deductibles~~are ~~for~~preferential ~~our insurances and may make it more difficult~~ to ~~secure adequate insurance coverage in~~ the ~~future. In addition, our product liability insurance may fail to cover future product liability claims,~~rights ~~which,~~of ifcommon ~~adversely~~stock ~~determined,~~that could ~~subject~~discourage uspotentially tobeneficially ~~substantial~~transactions ~~monetary~~to ~~damages.~~our Alcommon ~~Shola Gas has General Liability Coverage~~stockholders.

~~Compliance~~Pursuant ~~with~~to ~~Changing~~our ~~Regulation~~Articles of ~~Corporate~~Incorporation, ~~Governance~~we currently have authorized 200,000,000 shares of common stock and ~~Public~~1,000,000 ~~Disclosure~~shares ~~May~~of ~~Result~~preferred stock. Our board of directors has the ability to issue additional shares of common stock in ~~Additional~~the ~~Expenses~~future for such consideration as the board of directors may consider sufficient. The issuance of any additional securities could, among other things, result in dilution of the percentage ownership of our stockholders at the time of issuance, result in dilution of our earnings per share and adversely affect the prevailing market price for our common stock.

~~Changing~~An ~~laws,~~issuance ~~regulations~~of ~~and~~shares ~~standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act~~ of ~~2002~~ ~~and~~preferred ~~new~~stock ~~SEC~~could ~~regulations, are creating~~result ~~uncertainty~~in ~~for~~a ~~companies~~class ~~such~~of asoutstanding ~~ours.~~securities ~~These~~that ~~new~~would orhave ~~changed~~preferences ~~laws,~~with ~~regulations~~respect ~~and standards are subject~~ to ~~varying~~voting ~~interpretations~~rights ~~in many~~and ~~cases~~dividends ~~due to their lack of specificity,~~ and ~~as a result, their application~~ in ~~practice~~liquidation ~~may evolve~~ over ~~time as new guidance is provided~~our bycommon ~~regulatory~~stock and ~~governing bodies~~could, ~~which~~upon ~~could~~conversion ~~result~~or inotherwise, ~~continuing~~have ~~uncertainty~~all ~~regarding~~of ~~compliance~~the ~~matters~~rights ~~and~~of ~~higher~~our ~~costs~~common ~~necessitated by ongoing revisions to disclosure and governance practices~~stock. WeOur ~~are~~Board ~~committed to maintaining high standards~~ of ~~corporate~~Directors’ ~~governance and~~authority ~~public~~to ~~disclosure.~~issue Aspreferred astock ~~result,~~could wediscourage ~~intend~~potential totakeover ~~invest~~attempts ~~resources~~or tocould ~~comply~~delay ~~with~~or ~~evolving~~prevent ~~laws,~~a ~~regulations~~change ~~and~~in ~~standards,~~control ~~and~~through ~~this~~merger, ~~investment~~tender ~~may~~offer, ~~result~~proxy incontest ~~increased~~or ~~general~~otherwise ~~and~~by ~~administrative~~making ~~expenses~~these ~~and~~attempts amore ~~diversion~~difficult ofor ~~management~~costly ~~time and attention from revenue-generating activities~~ to ~~compliance activities~~achieve. IfThe ~~our~~issuance ~~efforts~~of topreferred ~~comply~~stock ~~with~~could impair ~~new~~the orvoting, ~~changed laws~~dividend, ~~regulations~~ and ~~standards~~liquidation ~~differ~~rights ~~from~~of ~~the~~common ~~activities intended~~stockholders bywithout ~~regulatory~~their ~~or governing bodies due to ambiguities related to practice, our reputation may be harmed~~approval.

IfWe wehave ~~Fail~~never todeclared ~~Comply~~or ~~with~~paid ~~the~~any ~~Rules~~cash ~~under~~dividends ~~the Sarbanes-Oxley Act Related to Accounting Controls and Procedures,~~ or ~~if Material Weaknesses or Other Deficiencies are Discovered in our Internal Accounting~~distributions ~~Procedures,~~on our ~~Stock~~capital ~~Price Could Decline Significantly~~stock.

~~Section 404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of our internal controls over financial reporting.~~ We ~~are~~have innever ~~the~~declared ~~process~~or ofpaid ~~documenting and~~any ~~testing~~cash ~~our internal control procedures, and we may identify material weaknesses in our internal control over financial reporting~~dividends ~~and~~or ~~other~~distributions ~~deficiencies.~~on ~~If material weaknesses and deficiencies are detected, it could cause investors to lose confidence in~~ our ~~Company and~~capital ~~result in a decline in our~~ stock ~~price and consequently affect our financial condition~~. InWhile ~~addition, if~~ we ~~fail to achieve and maintain the adequacy of our internal controls, we~~ may not beanticipate ~~able~~paying toa ~~ensure~~dividend ~~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~~short-~~Oxley~~term ~~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~~currently ~~provide~~intend ~~reliable~~to ~~financial reports or prevent fraud, our business and operating results could be~~retain ~~harmed,~~short-term ~~investors~~earnings ~~could~~for ~~lose confidence in our reported financial information~~growth, ~~and the trading price of our Common Stock could drop significantly. In addition,~~ we ~~cannot~~may bedo ~~certain~~so ~~that additional material weaknesses or significant deficiencies~~ in ~~our~~the ~~internal~~medium ~~controls~~to ~~will~~long-term ~~not be discovered in the~~ future.

21The 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.

~~Failure~~We Tomay ~~Comply~~become ~~with~~involved ~~the~~in ~~U.S. Foreign~~securities ~~Corrupt~~class ~~Practices Act,~~action ~~the~~litigation ~~U.K. Bribery~~that could ~~Act~~divert ormanagement’s ~~Other~~attention ~~Applicable~~and ~~Anti-bribery~~harm ~~Laws~~our ~~Could Have an Adverse Effect on us~~business.

The ~~U.S. Foreign~~stock ~~Corrupt~~market ~~Practices~~in ~~Act,~~general ~~the U.K. Bribery~~has ~~Act~~experienced extreme price and ~~similar~~volume ~~anti-bribery~~fluctuations. ~~laws~~These influctuations ~~other~~have ~~jurisdictions~~often ~~generally~~been ~~prohibit~~unrelated ~~companies~~or ~~and~~disproportionate ~~their~~to ~~intermediaries~~the ~~from making~~operating ~~improper~~performance ~~payments~~of ~~for~~ the ~~purpose of obtaining or retaining business~~companies involved. ~~Recent years~~If ~~have~~these ~~seen~~fluctuations aoccur ~~substantial increase~~ in ~~anti-bribery law~~the ~~enforcement~~future, ~~activity~~the ~~with~~market ~~more~~price ~~frequent~~of ~~and~~our ~~aggressive~~shares ~~investigations~~could ~~and~~fall ~~enforcement~~regardless ~~proceedings~~of byour ~~both~~operating ~~the Department of Justice~~performance. ~~and~~In the ~~SEC~~past, ~~increased~~following ~~enforcement~~periods ~~activity~~of byvolatility ~~non-U.S. regulators~~in ~~and~~the ~~increases~~market inprice ~~criminal~~of ~~and~~a ~~civil~~particular ~~proceedings~~company’s ~~brought~~securities, ~~against companies~~securities ~~and~~class ~~individuals.~~action ~~Our~~litigation has ~~policies~~often ~~mandate~~been ~~compliance~~brought ~~with~~against ~~all~~that ~~anti-bribery laws~~company. ~~Our~~If ~~internal~~the ~~control~~market ~~policies~~price ~~and procedures may not always protect it from reckless~~ or ~~criminal~~volume ~~acts~~of ~~committed~~our byshares ~~employees~~suffers orextreme ~~third-party~~fluctuations, ~~intermediaries.~~then ~~Violations~~we ofmay ~~these anti-bribery~~become ~~laws~~involved ~~may result~~ in ~~criminal~~this ortype ~~civil~~of ~~sanctions~~litigation, which ~~could~~would ~~have~~be aexpensive ~~material~~and ~~adverse~~divert ~~effect~~management’s onattention usand asresources ~~well~~from asmanaging our ~~financial condition and~~ ~~results of operations~~business.

~~Changes~~As ina ~~Tax~~public ~~laws~~company, orwe ~~Exposure~~may toalso ~~Additional~~from ~~Income~~time ~~Tax~~to ~~Liabilities~~time ~~Could~~make ~~have~~forward-looking astatements ~~Material~~about ~~Impact~~future onoperating ~~our~~results ~~Company,~~and provide some financial guidance to the ~~Results~~public ofmarkets. ~~Operations,~~Projections may ~~Financial~~not ~~Conditions~~be timely made and ~~Cash~~set ~~Flows~~at expected performance levels and could affect the price of our shares.

We are subject to income taxes, as well as non-income-based taxes in the jurisdictions in which we operate, as well as jurisdictions such as the United States, in which we intend to have operations. The tax laws in these could change on a prospective or retroactive basis, and any such changes could adversely affect us and our effective tax rate.20

~~Taxation~~Risk ~~regulation~~Related in territories around the world can also change very quickly, which may mean that all the implications for businesses may not have been fully thought through by the regulating authorities before final guidelines and laws are issued. Furthermore, any changes made by tax authorities, together with other legislative changes, to the mandatory sharing of 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 proper allocation of profits between such jurisdictions. We therefore continuously monitor changes to tax regulation and double tax treaties between the territories in which we operate. We also maintain a comprehensive transfer pricing policy to govern the flow of funds between various tax territories.COVID-19

WeOur ~~are~~business ~~further~~and ~~subject~~future tooperations ~~ongoing~~may ~~tax~~be ~~audits~~adversely ~~in the~~affected ~~various~~by ~~jurisdictions in which we operate. We regularly assess the likely outcomes of these audits in order to determine the appropriateness~~epidemics ofand ~~our tax provisions. However~~pandemics, ~~there~~such ~~can~~as ~~be no assurance that we will accurately predict~~ the ~~outcomes~~COVID-19 ~~of these audits, which could have a material impact on the business, financial condition, results of operations, and cash flows~~outbreak.

~~While~~We wemay ~~have~~face ~~recorded~~risks ~~reserves~~related ~~for~~to ~~potential~~health ~~payments~~epidemics and topandemics ~~various~~or ~~tax~~other ~~authorities~~outbreaks ~~related~~of tocommunicable ~~uncertain~~diseases, ~~tax~~which ~~positions,~~could result in a widespread health crisis that could adversely affect general commercial activity and the ~~calculation~~economies and financial markets of ~~such~~the ~~tax~~world. ~~liabilities~~For ~~involves~~example, the ~~application~~outbreak of ~~complex tax~~COVID-19, ~~regulations~~which originated in ~~many~~China, was ~~jurisdictions.~~declared ~~Therefore,~~by ~~any~~the ~~dispute~~World ~~with~~Health Organization to be a ~~tax~~“pandemic,” ~~authority~~and ~~may~~spread ~~result~~across inthe ~~payment~~globe. A health epidemic or pandemic or other outbreak of communicable diseases, such as the COVID-19 pandemic, poses the risk that iswe, ~~significantly~~or ~~different~~our current and potential business partners may be disrupted or prevented from ~~our~~conducting ~~estimates.~~business Ifactivities for certain periods of time, the ~~payment~~durations ~~proves~~of which are uncertain, and may otherwise experience significant impairments of business activities, including due to operational shutdowns or suspensions that may be ~~less~~requested ~~than~~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 ~~recorded~~full ~~reserves~~impact that COVID-19 could have on our business, potential users, or other potential business partners, the ~~reversal~~continued spread of COVID-19, the ~~liabilities~~measures ~~would~~taken ~~generally~~by ~~result~~the local and federal government, actions taken to inprotect ~~tax~~employees, ~~benefits~~and ~~being~~the ~~recognized~~impact inof the ~~period~~pandemic ~~when~~on wevarious ~~determine~~business ~~the~~activities ~~liabilities~~could toadversely beaffect noour ~~longer~~results ~~necessary~~of operations and financial condition. ~~Conversely,~~COVID-19 ifhas ~~the~~not ~~payment proves~~recently tohad beany ~~more~~material ~~than~~impact ~~the~~on ~~reserves~~our operations, supply chain, liquidity, or capital resources. During the lockdowns we, ~~could~~however, ~~incur~~saw ~~additional~~significant ~~charges~~shipping delays, ~~and~~consumer ~~these~~orders ~~could~~on ~~have~~hold due to budgetary restrictions as well as a slow-down ~~materially~~in ~~adverse~~our ~~effect~~planned acquisitions due to flight restrictions limiting on ~~the~~site ~~business~~due diligence. We have, ~~financial~~ ~~condition~~as a mitigant to future COVID-19 outbreaks, ~~results~~increased our number of ~~operations,~~suppliers of raw materials to reduce the risk of production capabilities and ~~cash~~order ~~flows~~back-logs.

~~Laws~~General ~~and~~Risk ~~Regulations Governing International Business Operations Could Adversely Impact Our Company.~~Factors

~~The~~Our USsuccess ~~Department~~depends ofon ~~the~~our ~~Treasury’s~~executive ~~Office of~~management ~~Foreign Assets Control (“OFAC”),~~ and ~~the~~other ~~Bureau~~key of Industry and Security 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 sanctionspersonnel.

Our ~~international~~future ~~operations~~success ~~subject~~depends to a significant degree on the skills, experience and efforts of its executive management and other key personnel and their ability to provide us with uninterrupted leadership and direction. The loss of the services of any of the executive officers or a failure to ~~these~~provide adequate succession plans ~~laws~~for key personnel could have an adverse impact on us. The availability of highly qualified talent is limited and ~~regulations,~~the ~~which~~competition ~~are~~for ~~complex~~talent is robust. However, ~~restrict~~we ~~business~~provide ~~dealings~~long-term ~~with~~equity awards and certain ~~countries,~~other ~~governments,~~benefits ~~entities,~~for our executive officers which provides incentives for them to make a commitment to us. Our future success will depend on our ability to have adequate succession plans in place and ~~individuals~~to attract, retain and ~~are~~ ~~constantly~~develop ~~changing~~qualified personnel. ~~Further~~A ~~restrictions~~failure ~~may~~to beefficiently ~~enacted,~~replace ~~amended,~~executive ~~enforced~~management members and other key personnel and to attract, retain orand ~~interpreted~~develop innew aqualified ~~manner~~personnel ~~that~~could ~~materially~~have ~~impacts~~an adverse effect on our operations and implementation of our strategic plan.

22Challenges with respect to labor availability could negatively impact our ability to operate or grow the business.

Our ~~subsidiary~~success ~~sells~~depends ~~products,~~in ~~and~~part ~~may~~on ~~provide related~~the ~~services,~~ability of its businesses to ~~distributors~~proactively ~~and~~attract, ~~other~~motivate, ~~purchasing~~and ~~bodies~~retain ina ~~such~~qualified ~~countries.~~and ~~These~~highly ~~business~~skilled ~~dealings~~workforce ~~represent~~in an ~~insignificant~~intensely ~~amount~~competitive labor market. ofA ~~our~~failure ~~consolidated~~to ~~revenues~~attract, motivate and ~~income~~retain ~~but~~highly ~~expose~~skilled uspersonnel tocould aadversely ~~heightened~~affect ~~risk~~our ofoperating ~~violating~~results ~~applicable~~or ~~sanctions~~our ~~regulations.~~ability ~~Violations~~to operate ofor ~~these~~grow ~~regulations~~the ~~are~~business. ~~punishable~~Additionally, byany ~~civil~~labor ~~penalties~~stoppages or labor disruptions, including ~~fines~~due to geopolitical unrest, ~~denial~~unfavorable ofeconomic or ~~export~~industry ~~privileges~~conditions, ~~injunctions,~~catastrophic ~~asset~~weather ~~seizures~~events, ~~debarment from~~natural ~~government~~disasters ~~contracts~~or ~~and~~the ~~revocations~~occurrence of a contagious disease or ~~restrictions~~illness ofcould ~~licenses,~~adversely affect asour ~~well~~operating asresults ~~criminal~~or ~~fines~~its ~~and~~ability ~~imprisonment~~to operate or grow the business.

We ~~have~~are ~~established~~an ~~policies~~“emerging ~~and~~growth ~~procedures~~company,” ~~designed to assist with compliance with such laws~~ and ~~regulations.~~we ~~However,~~cannot ~~there can~~ be ~~no assurance that these will prevent us from violating~~ ~~these~~certain ~~regulations~~if inthe ~~every~~reduced ~~transaction~~reporting inand ~~which~~disclosure werequirements ~~may~~applicable ~~engage.~~to Asemerging ~~such~~growth acompanies ~~violation~~will ~~could~~make ~~adversely affect~~ our ~~reputation,~~common ~~business,~~stock ~~financial~~less attractive ~~condition,~~to ~~results of operations and cash flows~~investors.

~~Risks~~We ~~Related~~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 ~~Management~~periodic reports and ~~Control~~proxy statements, and exemptions from the requirements ~~Persons~~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.

~~Our~~We ~~largest~~will ~~shareholder,~~remain ~~officer~~an ~~and~~emerging ~~director,~~growth ~~Nicolas~~company ~~Link~~until the ~~holds~~earliest ~~substantial~~of: ~~control~~(1) ~~over~~the last day of the ~~Company~~fiscal ~~and~~year following the fifth anniversary of our listing; (2) the last day of the first fiscal year in which our annual gross revenue is ~~able~~$1.235 tobillion ~~influence~~or ~~all~~more; ~~corporate~~(3) ~~matters~~the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (4) the date on which ~~could~~we beare deemed byto ~~shareholders~~be asa ~~not~~“large accelerated ~~always~~filer” ~~being~~under inthe ~~their~~rules ~~best~~of ~~interests~~the SEC.

~~Nicolas~~We ~~Link,~~cannot ~~our~~predict ~~Executive~~if ~~Chairman~~investors ofwill ~~the~~find ~~Board~~our common ofstock ~~Directors,~~less ~~holds~~attractive ~~substantial~~if ~~control~~we ofchoose ~~our~~to ~~Company~~rely ~~with~~on ~~his~~these ~~approximately~~exemptions. ~~60%~~For ofexample, ~~the~~if ~~outstanding~~we ~~shares~~do ofnot ~~common~~adopt ~~stock~~a ~~through~~new ~~our parent~~or ~~company~~revised ~~ILUS~~accounting standard, our anfuture ~~entity~~results ~~owned~~of ~~and~~operations ~~controlled~~may bynot ~~Mr. Link.~~be Bycomparable ~~virtue~~to ofthe ~~his~~results ~~ownership~~of operations of ~~common~~certain ~~stock,~~other ~~Mr. Link~~companies isin ~~able~~our industry that adopted tosuch ~~exercise~~standards. ~~significant~~If ~~influence~~some ~~over~~investors ~~all~~find ~~matters~~our ~~requiring~~common ~~approval~~stock byless ~~our~~attractive ~~stockholders~~as a result, ~~including~~there ~~the~~may ~~election~~be ofa ~~directors,~~less ~~the~~active ~~approval of~~trading ~~significant~~market ~~corporate~~for ~~transactions~~our common stock, and ~~any~~our ~~change~~stock ofprice ~~control~~may ofbe ~~our~~more ~~Company~~volatile.

WeITEM ~~are~~1B. ~~dependent~~UNRESOLVED onSTAFF the continued services of our director and executive 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.COMMENTS

WeThis ~~are~~information dependent on the continued availability of Executive Chairman, Nicolas Link, CEO, John-Paul Backwell, and CCO, Carsten Kjems Falk, and the availability of new executives to implement our business plans. The market for skilled employees is ~~highly~~not ~~competitive, especially for employees in our industry. Although we expect that our planned compensation programs will be intended to attract and retain the employees~~ required for ussmaller ~~to be successful,~~reporting there can be no assurance that we will be able to retain all our key employees or a sufficient number to execute our plans, nor can there be any assurance we will be able to continue to attract new employees as requiredcompanies.

~~Our lack of adequate D&O insurance may also make it difficult~~ITEM ~~for~~1C. usCYBERSECURITY toRISK ~~retain~~MANAGEMENT, ~~and~~STRATEGY, ~~attract~~GOVERNANCE, ~~talented~~AND ~~and~~INCIDENT ~~skilled directors and officers.~~DISCLOSURE

InQuality Industrial ~~the~~Corp ~~future~~recognizes wethat ~~may~~cybersecurity beis ~~subject~~integral to ~~litigation, including~~safeguarding ~~potential~~our ~~class~~operations, ~~action~~intellectual ~~and~~property, ~~stockholder~~customer ~~derivative actions. Risks associated with legal liability are difficult to assess and quantify~~data, and ~~their existence and magnitude can remain unknown for significant periods of time~~stakeholder trust. ToOur ~~date,~~cybersecurity werisk ~~have~~management ~~not~~processes ~~obtained~~are ~~directors and~~designed ~~officers~~to ~~liability~~proactively ~~(“D&O”) insurance~~assess, ~~but we plan to obtain it concurrently with the uplist to a National Exchange. Without adequate D&O insurance~~identify, ~~the amounts we would pay to indemnify our officers~~ and ~~directors~~mitigate ~~should they be subject to legal action based on their service to the Company could have a~~ material ~~adverse~~risks ~~effect~~from ~~on our financial condition~~cybersecurity threats, ~~results~~ensuring ofalignment ~~operations~~with ~~and liquidity. Furthermore,~~ our ~~lack~~overall ofenterprise ~~adequate~~risk ~~D&O~~management ~~insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business~~framework.

~~The elimination of monetary liability against our directors,~~Risk ~~officers~~Assessment 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 our Company and may discourage lawsuits against our directors, officers, and employees.Identification

~~Our Articles of Incorporation contain provisions~~We ~~that~~conduct ~~eliminate~~regular ~~the~~cybersecurity ~~liability~~risk ofassessments ~~our directors for monetary damages~~ to ~~our~~identify ~~Company~~potential ~~and~~vulnerabilities ~~shareholders.~~across ~~Our bylaws also require us to indemnify~~ our ~~officers~~information ~~and~~systems, ~~directors.~~manufacturing ~~We may also have contractual indemnification obligations under our agreements with our directors~~platforms, ~~officers,~~ and ~~employees~~third-party integrations. ~~The~~We ~~foregoing~~prioritize ~~indemnification~~risks ~~obligations~~based ~~could~~on ~~result~~their inpotential ~~our~~impact ~~company incurring substantial expenditures~~ to ~~cover the cost of settlement or damage awards against directors, officers, and employees that we may be unable to recoup. These provisions and resulting costs may also discourage~~ our ~~company~~financial ~~from bringing a lawsuit against directors~~condition, ~~officers,~~operational ~~and employees for breaches of their fiduciary duties~~continuity, ~~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 our Company and shareholders~~reputation.

23Risk Management Processes

Our ~~officers may voluntarily terminate their relationship with~~ uscybersecurity atstrategy ~~any~~integrates ~~time,~~multiple ~~and~~layers ~~competition~~of ~~for~~defense ~~qualified~~to ~~personnel~~manage isidentified ~~lengthy, costly, and disruptive.~~risks:

If● wePreventive ~~lose~~Controls: ~~the~~We ~~services~~deploy ofadvanced ~~our~~firewalls, ~~officers~~endpoint protection, and ~~fail to~~intrusion ~~replace~~detection ~~them~~systems ifto ~~they~~secure ~~depart,~~our wenetwork ~~could~~infrastructure. ~~experience~~Multi-factor aauthentication ~~negative~~and ~~effect~~encryption onare ~~our~~enforced ~~financial~~across ~~results~~critical systems and ~~stock~~data ~~price~~repositories. ~~The~~● ~~loss~~Monitoring and ~~potential challenges~~Detection: inContinuous ~~attracting,~~monitoring ~~integrating~~of our IT environment is facilitated through our IT manager. ● Incident Response: We maintain an incident response plan that outlines procedures for containment, ~~motivating~~eradication, and ~~retaining~~recovery ~~additional~~from ~~key~~cybersecurity ~~employees~~incidents. ~~could~~● ~~have~~Employee aTraining: ~~material~~All ~~adverse~~employees ~~effect~~receive onmandatory ~~our business~~cybersecurity awareness training at onboarding, ~~operating~~covering ~~and~~phishing ~~financial~~prevention, ~~results~~secure data handling, and ~~stock~~reporting ~~price~~suspicious activities.

~~Certain officers and directors have other business activities which might cause them to allocate less time to work on our business.~~21

Our key management and board also serve on the management and board of ILUS, our parent company. Our Executive Chairman Nicolas Link is also the Chairman 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 key management and board concentrate their efforts on transactions that focus on one company over the other, which collectively would not amount to work for our company on a fullThird-~~time~~Party ~~basis.~~Risk This and other conflicts of interest may arise between us and our officers and directors in that they have other business interests currently, with respect to QIND, and in the 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 director’s understanding of his or her fiduciary duties to our company.Management

~~Currently~~Quality weIndustrial ~~have~~Corp ~~only~~relies ~~four~~on ~~officers~~third-party ~~and one director.~~vendors Wefor ~~will~~certain ~~seek~~operational toand ~~add~~IT ~~additional~~services. ~~officers~~To ~~and/or~~mitigate ~~directors~~risks associated with ~~industry~~these ~~experience~~partnerships, ~~prior~~we toimplement a ~~planned~~vendor ~~uplisting~~risk tomanagement ~~a National Exchange~~program ~~through~~that ~~a reverse triangular merger (“RTO”).~~includes:

In● anDue ~~effort~~diligence toreviews ~~resolve potential conflicts~~ of ~~interest~~ asvendors’ ~~between~~cybersecurity ~~ILUS~~policies and ~~QIND,~~practices ~~our~~prior ~~officers~~to ~~and~~engagement. ~~directors~~● ~~have~~Contractual ~~agreed~~requirements ~~that~~for ~~any~~vendors ~~opportunities that they are aware of independently or directly through their association with us would be presented by them solely~~ to ~~QIND,~~maintain ~~before~~robust ~~determining~~security ~~whether~~controls toand ~~include~~report ~~the~~incidents ~~opportunities in ILUS or another subsidiary~~promptly.

InMaterial ~~general,~~Impact ~~our~~of ~~officers~~Cybersecurity ~~and director are required to present business opportunities to QIND, which may include ILUS, if:~~Risks

●Cybersecurity ~~QIND~~threats ~~could~~have ~~financially~~the ~~undertake~~potential ~~the~~to ~~opportunity~~disrupt manufacturing ~~through~~operations, ~~ILUS;~~compromise sensitive data, or lead to regulatory penalties. Our proactive risk management processes are designed to minimize the likelihood and impact of such events. As described below, we did not experience cybersecurity incidents in the fiscal year ended December 31, 2024.

●Cybersecurity ~~the opportunity is aligned with the business of ILUS.~~Governance

●Board ~~Potential investors should also be aware of the following potential conflicts of interest:~~Oversight

~~Previously,~~The Board ~~our~~of ~~officers~~Directors ~~and~~exercises ~~director~~oversight ~~were~~of ~~not required~~cybersecurity torisks ~~commit~~through ~~their~~its ~~full-time~~Audit ~~work~~Committee, towhich is responsible for reviewing and monitoring our ~~company~~cybersecurity strategy and ~~accordingly,~~risk ~~may~~management ~~have~~practices. ~~had~~The ~~conflicts~~Audit ofCommittee ~~interest~~receives inquarterly ~~allocating~~briefings ~~their~~from ~~time~~the ~~among~~Chief Operations ~~various~~Officer ~~business~~(COO) ~~activities.~~on ~~However~~emerging threats, ~~our~~incident ~~officers~~trends, and the ~~director~~effectiveness ~~have~~of ~~executed~~our ~~new~~cybersecurity ~~employment~~program. ~~agreements~~These onbriefings ~~November 14,~~include ~~2023.~~updates ~~These~~on ~~employment~~risk ~~agreements~~assessments, ~~are~~third-party ~~effective~~audits, ~~upon~~and ~~the~~compliance ~~Company’s~~with ~~uplist~~regulatory ~~to a national exchange~~requirements, ~~and~~such ~~our~~as ~~officers~~the ~~and~~SEC’s ~~directors~~cybersecurity ~~are~~disclosure ~~required~~rules. toThe ~~devote~~Board ~~substantially~~is ~~all~~informed ofannually ~~their~~on ~~business~~cybersecurity ~~time~~matters inor ~~QIND. The~~as ~~employment~~needed ~~contracts~~in ~~have~~the ~~been~~event ~~filed~~of asa ~~exhibits~~significant ~~to this form 10-K~~incident.

24Management’s Role

~~In the course of their other business activities,~~Management ~~our~~plays ~~officers~~a ~~and~~critical ~~director~~role ~~may~~in ~~become~~assessing ~~aware of investment~~ and ~~business~~managing ~~opportunities~~material ~~which~~cybersecurity ~~may~~risks. beKey ~~appropriate~~responsibilities ~~for~~are ~~presentation~~assigned ~~to us~~ as ~~well~~ ~~as the other entities with which they are affiliated.~~follows:

Our officers and director may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to the combination. QIND is however ILUS’ Industrial & Manufacturing division and business combinations in that industry would fall under QIND.

	●	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

~~summarizing~~The COO provides updates to the ~~entities~~CEO and escalates material issues to ~~which~~the ~~our~~Audit ~~executive~~Committee as needed. Management’s expertise is further ~~officers~~enhanced through ongoing professional development and ~~director~~participation ~~currently~~in ~~have~~industry ~~fiduciary~~forums ~~duties~~to orstay ~~contractual~~abreast ~~obligations:~~of evolving threats.

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

Incident Disclosure

~~(1)~~Quality Industrial ~~Each~~Corp ~~person~~is ~~has~~committed ato ~~fiduciary~~timely ~~duty~~and ~~with~~transparent ~~respect~~disclosure toof ~~the~~material ~~listed~~cybersecurity ~~entities~~incidents ~~next~~as torequired ~~their~~by ~~respective~~SEC ~~names~~regulations. In ~~Each~~the offiscal ~~our~~year ~~officers~~ended ~~only~~December ~~have~~31, ~~employment~~2024, ~~contracts~~we indid ~~QIND~~not ~~and~~experience ~~our~~any ~~parent~~cybersecurity ~~company ILUS~~incidents.

~~(2)~~ITEM Each of the entities listed by trading symbol in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities2. PROPERTIES

WeQuality ~~cannot~~Industrial ~~provide~~Corp. ~~assurances~~has ~~that~~a ~~our~~virtual ~~efforts~~office ~~to eliminate the potential impact of conflicts of interest will be effective. We are~~ at ~~risk that our officers and director will favor their~~505 ~~other~~Montgomery ~~business~~Street, ~~interest~~94104, ~~over~~San ~~the~~Francisco, ~~needs~~CA, ~~of our company~~USA. ~~These~~The ~~competing~~cost ~~business~~per ~~interests~~month ~~could~~is ~~interfere~~$115 ~~with~~and ~~our~~is ~~ability~~renewed ~~to successfully implement our business plan~~annually.

25Al Shola Gas LLC leases 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.

Our management collectively owns a substantial amount of our common stock.

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

~~Collectively,~~The ~~our~~lease ~~officers~~for ~~and~~Al ~~directors~~Shola ~~own~~Gas ~~or exercise~~LLC ~~voting~~is ~~and~~shared ~~investment~~with ~~control~~the ofsister ~~approximately~~company ~~74%~~AL ofShola Al ~~our~~Modea ~~outstanding~~Safety ~~common~~and ~~stock~~Security ofLLC. ~~the~~The ~~voting~~Rent ~~power~~expenses offor the ~~Company.~~period Asended ~~a result,~~December ~~unless required by a stock exchange rule~~31, ~~investors may be prevented from affecting matters involving our Company~~2024, ~~including~~amounted to:

● the composition of our Board and, through it, any determination with respect to our business direction and policies, including the appointment and removal of officers;

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

●ITEM ~~any~~3. ~~determination~~LEGAL ~~with respect to mergers or other business combinations;~~PROCEEDINGS

●We may from time to time be involved in various claims and legal proceedings of a nature we believe are normal and incidental to our ~~acquisition~~business. orThese ~~disposition~~matters may include product liability, intellectual property, employment, personal injury caused by our employees, and other general claims. Aside from the following, we are not presently a party to any legal proceedings that, in the opinion of ~~assets;~~our management, are likely to have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. We currently have no legal proceedings ongoing or pending for the Company.

●ITEM ~~our~~4. ~~corporate~~MINE ~~financing~~SAFETY ~~activities.~~DISCLOSURES

~~Furthermore,~~Not ~~this concentration of voting power could have the effect of delaying, deterring, or preventing a change of control or other business combination that might otherwise be beneficial to our stockholders~~applicable. This significant concentration of share ownership may also adversely affect the trading price of our common stock because investors may perceive disadvantages in owning stock in a Company that is controlled by a small number of stockholders.

Although our Company does not intend to utilize the controlled company exemptions to the NYSE American corporate governance listing standards, if we are eligible to utilize the controlled company exemptions in the future, we may choose to do so. In such instance we would be exempted from, among other things, the requirements to have a board with a majority of independent members and the requirement that we have a nominating and governance committee and compensation committee that are composed entirely of independent directors and have written charters addressing the respective committee’s purpose and responsibilities. Our Company’s reliance on such exemption would likely result in a reduction in transparency to shareholders on various governance matters which could negatively impact their investment decisions.22

~~Risks~~PART ~~Relating to our Securities.~~II

WeMarket ~~may be required to conduct equity offerings in the future to finance our current projects or to finance subsequent projects that we decide to undertake~~Information. If our common stock shares are issued in return for additional funds, the price per share could be lower than that paid by our current shareholders but with the aim to increase overall value for all shareholders. We anticipate continuing to rely on equity sales of our common stock shares in order to fund our business operations. If we issue additional common stock shares or securities convertible into shares of our common stock, your percentage interest in us could become diluted.

Our common stock ~~price~~is ~~may~~quoted beon ~~volatile~~the OTC Markets under the symbol “QIND” and ~~could~~has ~~fluctuate~~been quoted on the OTC since October 16, 2018. Previously, our common stock was quoted on the OTC ~~which~~Markets, ~~could~~under ~~result~~the insymbol ~~substantial~~“WSFT.” ~~losses~~There is currently limited liquid trading market for ~~investors~~our common stock. 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.

Our common stock is quoted on the OTC Markets under the symbol, “QIND”. During the 30 trading days preceding December 31, 2023, the trading price of our shares in the OTC Market ranged from a minimum of $0.11 per share to a maximum of $0.20 per share. The market price of our common has been volatile and could continue to be volatile and fluctuate in price in response to various factors, many of which are beyond our control, including:Holders

●As ~~government~~of ~~regulation~~December 31, 2024, we had 290 shareholders of common stock per our ~~Company~~transfer ~~and~~agent’s ~~operations~~shareholder list, with others held in street name.

~~● the establishment of partnerships.~~Dividends

●The ~~intellectual~~Company ~~property~~has ~~disputes~~not paid any cash dividends to date and does not anticipate or contemplate paying any dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the growth of our business.

●Equity ~~additions~~Compensation orPlan ~~departures of key personnel.~~Information

●We ~~sales~~do ofnot ~~our~~currently ~~common~~have ~~stock~~an equity compensation plan in place.

●Common ~~our ability to integrate operations, technology, products,~~ and ~~services.~~Preferred Stock

26The Company’s authorized capital stock consists of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.001 per share.

●As ~~our~~of ~~ability~~December to31, ~~execute~~2024, ~~our~~and ~~business~~December ~~plan~~31, 2023, there were 126,642,689 and 127,129,694 shares of common stock issued and outstanding, respectively.

●As ~~operating~~of ~~results~~December ~~below~~31, ~~expectations~~2024, and December 31, 2023, there were 0 and 0 shares of Series A stock of the Company issued and outstanding, respectively.

●As ~~loss~~of December 31, 2024, and December 31, 2023, there were 20,000 and 0 shares of ~~any~~Series ~~strategic~~B ~~relationship~~stock of the Company issued and outstanding, respectively.

●Options ~~industry~~and ~~developments.~~Warrants

●In ~~economic~~accordance ~~and~~with ~~other~~ASC ~~external~~470, ~~factors;~~warrants have been classified as a liability and recorded at their fair market value.

●On ~~period-~~April 19, 2023, the Company issued a common share purchase warrant to~~-period~~ ~~fluctuations~~Exchange inListing ~~our~~LLC ~~financial~~(the ~~results~~“Exchange Common Share Purchase Warrant”). The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 200,000 of the Company’s common shares (whereby such number may 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, per share then in effect.

InOn ~~addition~~May 23, 2023, the ~~securities~~Company ~~markets~~issued ~~have~~a ~~from~~common ~~time-~~share purchase warrant to~~-time~~ Jefferson Street Capital LLC (the “Jefferson Common Share Purchase Warrant”). The holder is entitled, ~~experienced~~upon ~~significant~~the ~~price~~terms and ~~volume~~subject ~~fluctuations~~to ~~that~~the ~~are~~limitations ~~unrelated~~on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the ~~operating~~Company, ~~performance~~50,000 of ~~particular~~the ~~companies.~~Company’s ~~These market~~common ~~fluctuations~~shares (whereby such number may ~~also~~be ~~materially~~adjusted from time to time pursuant to the terms and ~~adversely~~conditions ~~affect~~of the ~~market~~Jefferson Common Share Purchase Warrant) at the exercise price of ~~our~~$3.50, ~~common~~per ~~stock~~share then in effect.

Recent Sales of aUnregistered ~~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.~~Securities

~~The~~From ~~market~~January ~~price of our common stock could decline significantly as a result of sales of a large number of shares of our common stock. If our existing stockholders sell~~1, ~~or indicate an intention to sell~~2023, substantial amounts of our common stock in the public market after the contractual and securities law restrictions on resale of such common stock lapse, or after those shares become registered for resale pursuant to anDecember ~~effective registration statement, the trading price of our common stock could decline. As of March~~ 31, ~~2024~~2023, ~~a total of 128,026,503 shares of our common stock were outstanding. Of those shares, 26,339,890 were without restriction in the public market. Upon the effectiveness of any registration statement,~~ we ~~could~~made ~~elect to file with respect to any outstanding shares of common stock, any sales of those shares or any perception in~~ the ~~market~~following ~~that such sales may occur could cause the trading price of our common stock to decline.~~issuances:

● 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 ~~upon~~with ~~conversion~~a ~~or exercise~~grant-date and fair market value of ~~convertible~~the ~~notes~~award as of June 1, ~~will~~2022, ~~dilute~~at ~~ownership~~$0.0721 pursuant to ~~existing~~his ~~shareholders~~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 ~~may~~fair ~~cause~~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 ~~price~~with a grant-date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to ~~fall~~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.

Any issuance of additional common stock by us in the future as a result of the conversion or exercise of convertible notes or debt settlements would result in dilution to our existing shareholders. Such issuances could be made at a price that reflects a discount or a premium to the then-current trading price of our common stock. Moreover, the perception in the public market that shareholders might sell shares of our stock or that we could make a significant issuance of additional common stock in the future could depress the market for our shares. These sales, or the perception that these sales might occur, could depress the market price of our common stock, or make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.23

WeOn ~~have~~June ~~issued~~16, ~~shares of our common stock~~2023, asthe ~~well as~~Company ~~other~~issued ~~securities~~to ~~such~~Sky asHoldings ~~convertible~~Ltd. ~~notes,~~A six-month ~~which are~~ convertible ~~into~~promissory ~~shares~~note ~~of our common stock,~~ in ~~financing~~the ~~transactions~~principal ~~that are~~amount ~~deemed~~of ~~to be “restricted securities~~$550,”000. asThe ~~that~~Note ~~term~~bears isinterest ~~defined~~at in7% ~~Rule 144~~per ~~promulgated~~annum. ~~under~~The ~~the~~Company ~~Securities~~has ~~Act.~~the ~~From~~right ~~time~~ to ~~time,~~prepay ~~certain~~the ofNote ~~our~~at ~~shareholders~~any ortime. ~~derivative~~All ~~security~~principal ~~holders~~on ~~may~~the beNote ~~eligible~~is toconvertible ~~sell~~into ~~all or some of their restricted~~ shares of our common stock byafter ~~means~~six ofmonths ~~ordinary~~from ~~brokerage~~issuance at ~~transactions~~the inelection of the ~~open~~holder ~~market~~at ~~pursuant~~a toconversion ~~Rule 144,~~price ~~subject~~equal to ~~certain limitations~~$0. ~~The~~35 ~~resale~~per ~~pursuant~~share. toOn ~~Rule 144~~May of16, ~~shares~~2024, ~~acquired~~the promissory ~~from~~note uswas inamended ~~private~~to ~~transactions~~have ~~could~~a ~~cause~~conversion ~~our stock~~ price equal to ~~decline significantly~~$0.0375 per share

~~Future~~● ~~issuance~~On ofJuly ~~additional~~26, 2023, 2023, the Company issued to Sky Holdings Ltd. 300,000 shares of our common stock with a grant-date and~~/or preferred~~ ~~stock~~fair ~~could~~market ~~dilute~~value ~~existing~~of ~~stockholders~~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 ~~may~~buy ~~issue~~back ~~preferred~~agreement signed on August 21, 2023. ● On September 15, 2023, the Company issued to Nicolas Link 2,000,000 shares of our common stock ~~that~~pursuant ~~could~~to ~~have~~his ~~rights~~employee ~~that~~contract ~~are~~with ~~preferential~~ 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 ~~rights~~Company issued to Carsten Kjems Falk 1,250,000 shares of our common stock, ~~that~~pursuant ~~could~~to ~~discourage~~his ~~potentially~~employee ~~beneficially~~contract, ~~transactions~~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 ~~stockholders~~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.

~~Pursuant~~From toJanuary ~~our Articles of Incorporation~~1, ~~we currently have authorized 200~~2024,~~000,000~~ ~~shares of common stock and 1,000,000 shares of preferred stock. Our board of directors has the ability~~ to ~~issue~~ ~~additional~~December ~~shares of common stock in the future for such consideration as the board of directors may consider sufficient. The issuance of any additional securities could~~31, ~~among other things~~2024, ~~result~~we inmade ~~dilution of~~ the ~~percentage ownership of our stockholders at the time~~following ~~of issuance, result in dilution of our earnings per share and adversely affect the prevailing market price for our common stock.~~issuances:

27On January 11, 2024, the Company 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, 2023.

AnOn ~~issuance~~January of19, ~~shares~~2024, ofthe ~~preferred stock could~~Company ~~result~~issued in307,692 ashares ~~class~~ of ~~outstanding securities that would have preferences with respect to voting rights and dividends and in liquidation over~~ our common stock ~~and~~to ~~could,~~Jefferson ~~upon~~Street ~~conversion~~Capital orLLC ~~otherwise,~~for ~~have~~the ~~all~~conversion of ~~the~~$15,000 ~~rights~~ of ~~our~~principal ~~common~~and ~~stock.~~$1,500 ~~Our Board~~ of ~~Directors’~~conversion ~~authority to issue preferred stock could discourage potential takeover attempts or could delay or prevent a change in control through merger~~fees, ~~tender~~pursuant ~~offer, proxy contest or otherwise by making these attempts more difficult or costly~~ to ~~achieve.~~a ~~The~~convertible ~~issuance~~note ofsigned ~~preferred stock~~on ~~could~~May ~~impair the voting~~23, ~~dividend, and liquidation rights of common stockholders without their approval~~2023.

WeOn ~~have~~February ~~never~~15, ~~declared~~2024, orthe ~~paid~~Company issued ~~any~~307,692 ~~cash~~shares ~~dividends~~of orour ~~distributions~~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 ~~our~~May ~~capital~~23, ~~stock~~2023.

We have never declared or paid any cash dividends or distributions on our capital stock. While we may not anticipate paying a dividend in the short-term and we currently intend to retain short-term earnings for growth, we may do so in the medium to long-term future.24

~~The~~On ~~declaration~~April 26, ~~payment~~2024, ~~and~~we ~~amount~~entered into ofan ~~any~~asset ~~future dividends~~purchase ~~will~~agreement bewith ~~made~~Mr. atRefer, the ~~discretion~~previous owner of the ~~board~~legacy ofbusiness. ~~directors,~~Mr. ~~and~~Refer ~~will~~bought ~~depend~~the ~~upon,~~intangible ~~among~~legacy ~~other~~assets of ~~things,~~Wikisoft ~~the~~for ~~results~~a oftotal ~~our~~consideration ~~operations~~of 480, ~~cash~~000 ~~flows~~shares ~~and~~of ~~financial~~common ~~condition,~~stocks ~~operating~~to ~~and~~Quality ~~capital~~Industrial ~~requirements,~~Corp. ~~and~~(“QIND”) ~~other~~with ~~factors~~a asfair market ~~the~~value ~~board~~ of ~~directors considers relevant~~$0. ~~There~~10 isper nocommon ~~assurance~~stock ~~that~~or ~~future~~$48,000. ~~dividends~~The ~~will~~shares bewere ~~paid,~~returned ~~and,~~to ifthe ~~dividends~~treasury. ~~are~~The ~~paid,~~legacy ~~there~~assets ishad no ~~assurance~~book ~~with~~value; ~~respect~~therefore, we tohave ~~the~~recognized ~~amount~~ a gain of ~~any~~$48,000 ~~such~~related ~~dividend~~to this asset purchase.

WeOn ~~may~~April ~~become~~30, ~~involved~~2024, inthe ~~securities~~Company issued ~~class~~150,000 ~~action~~fully ~~litigation that~~vested ~~could~~shares ~~divert~~of ~~management’s~~our ~~attention~~common ~~and~~stock ~~harm~~to Paul Keely for services with a fair market value of $13,125 based on the market price of our ~~business.~~stock on the date of grant

~~The~~On ~~stock~~May ~~market~~7, in2024, ~~general has experienced extreme price and volume fluctuations. These fluctuations have often been unrelated or disproportionate to~~ the ~~operating~~Company ~~performance~~issued ~~of the companies involved. If these fluctuations occur in the future~~416,141 ~~the~~shares ~~market price~~ of our ~~shares~~common ~~could~~stock ~~fall~~to ~~regardless~~Jefferson ofStreet ~~our operating~~Capital ~~performance.~~LLC Infor the ~~past,~~conversion ~~following periods~~ of ~~volatility~~$15,000 ~~in the market price~~ of aprincipal ~~particular~~and ~~company’s securities~~$1, ~~securities~~500 ~~class action litigation has often been brought against that company. If the market price or volume~~ of ~~our shares suffers~~conversion ~~extreme fluctuations~~fees, ~~then~~pursuant weto ~~may~~a ~~become~~convertible ~~involved~~note insigned ~~this~~on ~~type~~May ~~of litigation~~23, ~~which would be expensive and divert management’s attention and resources from managing our business~~2023.

AsOn aMay ~~public~~14, ~~company~~2024, wethe ~~may~~Company ~~also~~issued 500,000 ~~from~~fully ~~time~~vested toshares ~~time make~~of ~~forward-looking~~our ~~statements~~common ~~about~~stock ~~future~~to ~~operating~~John-Paul ~~results~~Backwell, ~~and~~our ~~provide~~CEO, ~~some~~pursuant ~~financial guidance~~ to ~~the~~his ~~public~~employment ~~markets.~~contract ~~Projections may~~with ~~not~~a befair ~~timely~~market value ~~made~~of ~~and~~$36,500 ~~set~~based aton ~~expected~~the ~~performance~~market ~~levels~~price ~~and~~of ~~could~~our ~~affect~~stock on the ~~price~~date of ~~our shares~~grant.

~~Risk~~On ~~Related~~June 3, 2024, the Company issued 500,000 commitment shares of our common stock to ~~COVID-19~~Jefferson Street Capital, pursuant to a convertible note signed on May 21, 2024, with a fair value of $24,179

~~Our~~On ~~business~~June ~~and~~5, ~~future~~2024, ~~operations~~the ~~may~~Company beissued 884,365 ~~adversely~~shares ~~affected by~~of ~~epidemics~~our common stock to Jefferson Street Capital LLC for the conversion of $25,000 of principal and ~~pandemics~~$1,500 ~~such~~of asconversion fees, ~~the~~pursuant ~~COVID-19~~to ~~outbreak~~a convertible note signed on May 20, 2024.

WeOn ~~may~~June ~~face~~13, ~~risks related to health epidemics and pandemics or other outbreaks of communicable diseases~~2024, ~~which could result in a widespread health crisis that could adversely affect general commercial activity and~~ the ~~economies~~Company ~~and~~issued ~~financial markets of the world. For example~~3,009,680 ~~the~~shares ~~outbreak~~ of ~~COVID-19, which originated in~~our ~~China,~~common ~~was~~stock ~~declared by the World Health Organization~~ to beSky aHolding ~~“pandemic,” and spread across the globe~~Ltd. AFor ~~health epidemic or pandemic or other outbreak of communicable diseases, such as~~ the ~~COVID-19~~conversion ~~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~~$77,000 ~~the durations~~ of ~~which are~~principal ~~uncertain,~~ and ~~may otherwise experience significant impairments of business activities~~$35,863 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,~~accrued ~~the measures taken by the local and federal government~~interest, ~~actions~~ ~~taken~~pursuant to ~~protect~~an ~~employees,~~amended ~~and the impact of the pandemic on various business activities could adversely affect our results~~convertible ofpromissory ~~operations and financial condition. COVID-19 has not recently had any material impact on our operations~~note, ~~supply~~signed ~~chain, liquidity, or capital resources. During the lockdowns we, however, saw significant shipping delays, consumer orders~~ on ~~hold~~May ~~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~~16, ~~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~~2024.

28On July 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.

~~General~~On ~~Risk~~August ~~Factors~~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.

~~Our~~On ~~success~~September ~~depends~~9, on2024, the Company issued 1,000,000 fully vested shares of our ~~executive~~common ~~management~~stock ~~and~~to ~~other~~Sanjeeb ~~key~~Safir, pursuant to his employment contract signed on September 2, ~~personnel~~2024, with a fair market value of $65,000 based on the market price of our stock on the date of grant.

~~Our~~On ~~future~~September ~~success~~13, ~~depends~~2024, tothe ~~a significant degree~~Company onissued ~~the skills~~500,000 ~~experience~~fully ~~and~~vested ~~efforts~~shares of ~~its~~our ~~executive~~common ~~management~~stock ~~and other key personnel and their ability~~ to ~~provide~~Safeguard usInvestments with uninterrupted leadership and direction. The loss of the services of any of the executive officers or a failure to provide adequate succession plans for key personnel could have an adverse impact on us. The availability of highly qualified talent is limited and the competition for talent is robust. HoweverLLC, wepursuant ~~provide long-term equity awards and certain other benefits for our executive officers which provides incentives for them~~ to ~~make~~ a ~~commitment~~Consultancy tocontract ~~us.~~signed ~~Our future success will depend~~ on ~~our ability to have adequate succession plans in place and to~~August ~~attract~~31, ~~retain~~2024, ~~and~~with ~~develop~~a ~~qualified~~fair ~~personnel.~~market Avalue ~~failure~~of ~~to efficiently replace executive management members and other key personnel and to attract~~$31,000 ~~retain~~based ~~and~~on ~~develop~~the ~~new~~market ~~qualified~~price ~~personnel~~of ~~could~~our ~~have~~stock ~~an adverse effect~~ on ~~our~~the ~~operations~~date ~~and implementation~~ of ~~our strategic plan~~grant.

~~Challenges~~On ~~with~~September ~~respect~~21, 2024, the Company cancelled 20,000,000 shares of common stock issued to ~~labor~~Ilustrato ~~availability~~Pictures ~~could~~International ~~negatively impact~~Inc. ~~our~~The ~~ability~~shares were reissued to ~~operate~~Ilustrato orPictures International ~~grow~~Inc.as ~~the~~20,000 ~~business~~series B preferred stock converting at 1:1000.

~~Our~~On ~~success~~September ~~depends~~20, in2024, ~~part on~~ the ~~ability of its~~Company ~~businesses~~issued ~~to proactively attract~~2, ~~motivate~~500,000 ~~and~~shares ~~retain~~of aour ~~qualified~~common ~~and~~stock ~~highly~~with ~~skilled~~a ~~workforce~~fair inmarket anvalue ~~intensely~~of ~~competitive labor market~~$0. A075 ~~failure~~per toshare ~~attract, motivate~~ and ~~retain~~a ~~highly~~total ~~skilled~~value ~~personnel~~of ~~could~~$187,000 ~~adversely affect our operating results or our ability~~ to ~~operate or~~JJ ~~grow~~Astor ~~the business~~Co. ~~Additionally~~, pursuant ~~any labor stoppages or labor disruptions, including due~~ to ~~geopolitical~~a ~~unrest,~~convertible ~~unfavorable~~note ~~economic or~~signed ~~industry~~on ~~conditions,~~September ~~catastrophic weather events~~21, ~~natural disasters or the occurrence of a contagious disease or illness could adversely affect our operating results or its ability to operate or grow the business~~2024.

WeOn ~~are~~September an24, ~~“emerging~~2024, ~~growth~~the ~~company~~Company issued 884,”365 shares ~~and~~of weour ~~cannot be~~common ~~certain~~stock ifto ~~the~~Jefferson ~~reduced~~Street ~~reporting~~Capital ~~and~~LLC ~~disclosure~~for ~~requirements~~the ~~applicable~~conversion toof ~~emerging~~$25,000 ~~growth~~of ~~companies~~principal ~~will~~and ~~make~~$1,500 ~~our~~of ~~common~~conversion ~~stock~~fees, ~~less~~pursuant ~~attractive~~ to ~~investors~~a convertible note signed on May 20, 2024.

WeOn ~~are~~October ~~an “emerging growth company~~16,~~” as~~ ~~defined in the JOBS Act~~2024, ~~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,~~Company ~~reduced~~entered ~~disclosure~~into ~~obligations~~a ~~regarding~~Share ~~executive~~Purchase ~~compensation~~Agreement inwith ~~our~~Safeguard ~~periodic~~Investments ~~reports and proxy statements~~LLC, ~~and~~pursuant ~~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~~which of the ~~JOBS~~Investor ~~Act,~~acquired ~~as an emerging growth company~~1,000,000 weshares ~~have~~of ~~elected to use~~ the ~~extended~~ ~~transition~~Company’s ~~period~~Common Stock for ~~complying with new or revised accounting standards until those standards would otherwise apply to private companies. As~~ a ~~result,~~purchase ~~our~~price ~~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~~$30, ~~which may make our common stock less attractive to investors~~000. ~~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.~~

WeOn ~~will~~October ~~remain~~22, an2024, ~~emerging~~the ~~growth company until~~Company ~~the~~issued ~~earliest of: (~~1~~) the~~,092,118 ~~last day~~shares of ~~the fiscal year following the fifth anniversary of~~ our ~~listing;~~common ~~(2) the~~stock ~~last day of~~to ~~the~~Jefferson ~~first~~Street ~~fiscal~~Capital ~~year~~LLC infor ~~which our annual gross revenue is $1.235 billion or more; (3)~~ the ~~date~~conversion onof ~~which we have~~$10,000 ~~during the~~of ~~previous~~principal ~~rolling~~and ~~three-year period, issued more than~~ $1 ~~billion~~,500 inof ~~non-convertible debt securities; and (4) the date on~~conversion ~~which~~fees, wepursuant ~~are deemed~~ to be a ~~“large~~convertible ~~accelerated~~note ~~filer”~~signed ~~under~~on ~~the~~May ~~rules~~20, ~~of the SEC~~2024.

WeOn ~~cannot~~November ~~predict~~20, if2024, ~~investors~~the ~~will~~Company ~~find~~issued 4,890,788 shares of our common stock ~~less attractive if we choose~~ to ~~rely~~Jefferson onStreet ~~these~~Capital ~~exemptions.~~LLC ~~For~~for ~~example,~~the ifconversion weof ~~do not adopt a new or revised accounting standard~~$35, ~~our~~000 ~~future results~~ of ~~operations~~principal ~~may~~together ~~not~~with be$15,000.00 ~~comparable to the results~~ of ~~operations~~accrued ofand ~~certain~~unpaid ~~other~~interest thereto, ~~companies~~$0.00 in ~~our~~default ~~industry~~principal ~~that~~and ~~adopted such standards~~$1,500.00 Ifin ~~some~~fees, ~~investors~~totaling ~~find our common stock less attractive as a result~~$51,500., ~~there~~pursuant ~~may~~to be a ~~less~~convertible ~~active~~note ~~trading~~signed ~~market~~on ~~for~~May ~~our common stock~~20, ~~and our stock price may be more volatile~~2024.

29The sales and issuances of the securities described below were made pursuant to the exemptions from registration contained in Section 4(a)(2) of the Securities Act and Regulation D under the Securities Act. Each purchaser represented that such purchaser’s intention to acquire the shares for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each purchaser and the transfer agent affixed the appropriate legends. Each purchaser was given adequate access to sufficient information about us to make an informed investment decision.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~25

~~This~~ITEM ~~information is not required for smaller reporting companies~~6. [Reserved]

~~ITEM~~We are not required to provide the information required 2.by ~~PROPERTIES~~this item because we are a smaller reporting company.

~~Quality Industrial~~ITEM ~~Corp~~7. ~~has~~MANAGEMENT’S aDISCUSSION ~~virtual~~AND ~~office~~ANALYSIS atOF ~~315~~FINANCIAL ~~Montgomery~~CONDITION ~~Street,~~AND ~~94104~~RESULTS ~~San~~OF ~~Francisco, CA, USA. The cost per month is $113 and is renewed annually.~~OPERATIONS

Al Shola Gas LLC leases facilities for a term of 1 to 5 years at the addresses. set in 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.General

Location	Lease Term	Area SqFt		Annual Rent in USD (3,67 AED)
Office at Hamsah builing, O/112, Zabeel road, Dubai, U.A.E.	1 Year		1.222	$	25.663
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.	5 Years		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	$	157,792

The following is a discussion by management of its 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.

~~ITEM 3. LEGAL PROCEEDINGS~~Overview

WeQIND ~~may~~is ~~from~~a ~~time~~Nevada toCorporation ~~time~~that beis ~~involved in various~~majority-owned ~~claims~~by ~~and~~Fusion ~~legal~~Fuel ~~proceedings~~Green ofPLC ~~a nature we believe are normal and incidental to our business~~(“HTOO”). ~~These~~HTOO ~~matters~~functions ~~may~~as ~~include~~QIND’s ~~product~~parent ~~liability~~company, ~~intellectual~~ ~~property, employment, personal injury caused by our employees,~~ and ~~other~~as ~~general~~such ~~claims.~~it ~~Aside~~concentrates ~~from~~on ~~the following, we are~~providing ~~not~~strategic ~~presently~~management aoversight ~~party~~that toincludes ~~any legal proceedings that~~financial, ~~in the opinion of our management~~administration, ~~are likely to have a material adverse effect on our business. Regardless of outcome~~marketing, ~~litigation~~and ~~can~~human ~~have~~resources ansupport ~~adverse~~to ~~impact on us because of defense and settlement costs~~QIND, ~~diversion~~which offunctions ~~management~~as ~~resources~~HTOO’s ~~and~~Industrial ~~other factors~~subsidiary. ~~We have currently no legal proceedings ongoing or pending for the Company.~~

~~ITEM 4.~~Factors ~~MINE~~Affecting ~~SAFETY~~Our ~~DISCLOSURES~~Performance

~~Not~~The ~~applicable.~~primary factors affecting our results of operations include but not limited to:

30General Macro Economic Conditions

~~PART~~Our IIbusiness is impacted by the global economic environment, 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.

~~ITEM 5.~~Impact ~~MARKET~~of ~~FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.~~Acquisitions

~~Market~~A ~~Information~~significant component of our growth is through the acquisition 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.

~~Our~~Recent common stock is quoted on the OTC Markets under the symbol “QIND” and has been quoted on the OTC since October 16, 2018. Previously, our common stock was quoted on the OTC Markets, under the symbol “WSFT.” There is currently limited liquid trading market for our common stock. 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.Developments

~~Holders~~On March 27, 2024, we entered 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 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.

AsOn April 1, 2024, after several failed effort negotiations to restructure the deal and obtain information from the selling shareholders of ~~December~~Quality 31International, the Purchase Agreement with Quality International was terminated by Quality International. Subsequently, the Board of Directors of the Company approved the cancellation of the agreement with Quality International Co Ltd FZC that was signed on January 18, 2023, weand ~~had~~amended ~~305~~on ~~shareholders~~July 27, 2023. The company is in the process of ~~common~~unwinding ~~stock~~the ~~per~~remaining ~~our~~part ~~transfer~~of ~~agent’s~~the ~~shareholder~~transaction ~~list~~consisting of the $2M buy-back commitment, with ~~others~~management ~~held~~aiming into ~~street~~recover ~~name~~the investment or parts of it. However, the investment may need to be written off if recovery proves unattainable.

~~Dividends~~On May 23, 2024, Quality Industrial Corp. entered into a binding term sheet with Actelis Networks, Inc., a Delaware corporation traded on the NASDAQ under the symbol ASNS, pursuant to which Actelis would acquire between 61% to 75% of the issued and outstanding shares of the Company’s share capital. We originally intended to close the transaction, pending regulatory requirements and due diligence, within 60 days. On August 30, 2024, we agreed to further extend the non-solicitation and no-shop periods provided in the Term Sheet until October 1, 2024, unless mutually terminated earlier by the parties. On October 10, 2024, ASNS provided the Company with written notice of ASNS’ intent to terminate the Term Sheet in accordance with the termination provisions thereof, which required 30-day written notice of termination. Such 30-day period ended, and the Term Sheet was definitively canceled on November 11, 2024.

~~The~~On ~~Company~~November ~~has~~14, ~~not~~2024, ~~paid~~Ilustrato Pictures ~~any~~International ~~cash~~Inc. ~~dividends~~(“Ilustrato”) and eight additional sellers agreed to transfer 78,312,334 shares of common stock ~~date~~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 ~~does~~preferred stock ~~not~~of ~~anticipate~~HTOO. orAs ~~contemplate~~a ~~paying~~result ~~any~~of ~~dividends~~this transaction, there was a change in control of the ~~foreseeable~~Company ~~future~~when the transaction closed on November 26, 2024. ItThe isshares ~~the~~transferred ~~present~~amount ~~intention~~to 69.23% voting rights of ~~management~~the outstanding shares in our Company on a fully diluted and as-converted basis. Consequently, HTOO is now able to ~~utilize~~unilaterally control the election of our board of directors, all ~~available~~matters ~~funds~~upon ~~for~~which shareholder approval is required and, ultimately, the ~~growth~~direction of our ~~business~~Company.

~~Equity~~On ~~Compensation~~April ~~Plan~~8, ~~Information~~2025, the Company signed an Amendment to 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.

WePlanned ~~do not currently have an equity compensation plan in place.~~Developments

~~Common~~In 2025, the Company will allocate resources to our subsidiary Al Shola Gas to enhance efficiency, boost sales, and ~~Preferred~~positively ~~Stock~~influence their financial performance with investment from our parent company, Fusion Fuel Green PLC. We also plan to invest in new vehicles for our subsidiary to improve their bulk LPG supply capabilities and increase our revenue. We expect that our revenue and operating expenses will rise as we implement the expansion plan related to our subsidiary. This increase will be due to administrative and operating costs linked to our business activities.

~~The Company’s authorized capital stock consists of 200,000,000 shares of common stock and 1,000,000 shares of preferred stock, par value $0.001 per share.~~26

AsResults of ~~December 31,~~Operation ~~2023,~~for ~~and~~the ~~December 31, 2022,~~Year ~~there~~Ended ~~were~~December ~~127~~31,~~129,694~~ ~~and 102~~2024,~~883,709~~ ~~shares of common stock issued~~ and ~~outstanding, respectively.~~2023

~~As of December 31, 2023, and December 31, 2022, there were 0 and 0 shares of preferred stock of the Company issued and outstanding, respectively.~~Revenues

~~Options~~We ~~and~~earned ~~Warrants~~$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%.

InOperating ~~accordance with ASC 470, warrants have been classified as a liability and recorded at their exercise price.~~Expenses

OnOperating ~~April 19~~expenses increased to $3,280,008 ~~2023~~for the year ended December 31, 2024, from $2,766,256 for the ~~Company~~year ~~issued~~ended aDecember ~~common share~~31, ~~purchase~~2023. ~~warrant~~Our toGeneral ~~Exchange~~and ~~Listing~~Administrative expenses ~~LLC~~are (approximately the ~~“Exchange~~same ~~Common~~for ~~Share~~2024 ~~Purchase~~and ~~Warrant”)~~2023. The ~~holder~~expenses isin ~~entitled,~~2024 ~~upon the~~are ~~terms~~however ~~and~~mainly ~~subject~~due to ~~the~~General ~~limitations~~and onAdministrative ~~exercise~~expenses in ~~and~~our ~~the~~subsidiary ~~conditions~~Al ~~hereinafter~~Shola ~~set~~Gas, ~~forth~~as opposed to 2023, atwhere ~~any~~General ~~time~~and onAdministrative orexpenses ~~after~~were ~~the~~mainly ~~date~~due ofto ~~issuance hereof,~~shares issued to ~~purchase~~our management ~~from~~and Chairman in the ~~Company,~~amount ~~200~~of $2,233,000. ofWe ~~the~~had ~~Company’s~~an ~~common~~increase ~~shares~~in ~~(whereby~~professional ~~such~~fees ~~number~~from ~~may~~$315,011 bein ~~adjusted~~2023, ~~from~~to ~~time~~$849,925 toin 2024. ~~time~~The ~~pursuant~~increase was related to ~~the~~one-off ~~terms~~costs ~~and~~for ~~conditions~~a reaudit of ~~the~~our ~~Exchange~~financials ~~Common~~with ~~Share~~our ~~Purchase~~new ~~Warrant)~~auditor atBush ~~the~~and ~~exercise~~Associates ~~price~~CPA ofamounting to $095,000.58 Further we had legal one off-costs with our legal counsel, ~~per~~Lucosky ~~share~~Brookman ~~then~~ LLP, for legal work carried out in ~~effect~~connection with the merger with our new parent company Fusion Fuel Green PLC amounting to a total of $525,994.

OnWe ~~May 23,~~anticipate ~~2023,~~that ~~the~~our ~~Company~~operating ~~issued~~expenses awill ~~common~~increase ~~share~~as ~~purchase~~we ~~warrant~~undertake toour ~~Jefferson~~subsidiary ~~Street~~expansion ~~Capital LLC (the “Jefferson Common Share Purchase Warrant”)~~plan. The ~~holder~~increase iswill ~~entitled, upon~~be ~~the~~attributable ~~terms and subject~~ to ~~the~~administrative ~~limitations on exercise~~ and ~~the~~operating ~~conditions~~costs ~~hereinafter~~associated ~~set forth, at any time on or after the date~~with ofour ~~issuance~~business ~~hereof,~~activities ~~to purchase from the Company, 50,000 of the Company’s common shares (whereby such number may be adjusted from time to time pursuant to the terms~~ and ~~conditions of~~ the ~~Jefferson~~professional ~~Common~~fees ~~Share~~associated ~~Purchase~~with ~~Warrant)~~our atreporting ~~the exercise price of $3~~obligations.~~50, per share then in effect.~~

~~Recent~~Non-Operating ~~Sales~~Expenses ~~of Unregistered Securities~~

~~From~~We had other non-operating expenses ~~January~~ 1,of ~~2022~~$687,755 tofor the year ended December 31, ~~2022~~2024, wecompared ~~made~~to $1,466,476 for the ~~following~~year ~~issuances:~~ended December 31, 2024.

OnOur ~~February 28,~~non-operating ~~2022,~~expenses for the ~~Company entered~~year ~~into~~ended aDecember ~~definitive~~31, ~~agreement~~2024, compared to ~~acquire~~the ~~51%~~same ofperiods ~~Etheralabs LLC~~in ~~for 2~~2023,~~550,000~~ ofwere ~~the~~primarily ~~Company’s~~lower ~~common~~due ~~stock~~to ~~valued~~Commitment atand Conversion Fees for ~~$104,550~~stock.

●Non-Operating ~~On July 28, 2022, the Company issued 2,000,000 shares of common stock for $82,572 cash for debt conversion.~~Income

●We Onhad ~~August~~other 3,non-operating ~~2022~~income of $427,554 wefor ~~issued~~the ~~a two-~~year ~~convertible~~ended ~~promissory~~December ~~note~~31, 2024, compared to RB$0 ~~Capital~~for ~~LLC~~the same period in 2023. Our other income for the ~~principal~~year ~~amount~~ended ofDecember 31, $12024,~~100,000.~~ ~~The~~resulted ~~note~~from isthe ~~convertible~~reversal ~~into~~of ~~common~~interest ~~stock~~payments aton the ~~rate~~loan agreements with Mahavir and Artelliq in the first quarter, which was unwound with the cancellation of ~~$1.00~~the agreement with Quality International and ~~bears~~the 7%sale ~~interest~~of ~~per~~intangible ~~annum~~assets from the legacy business, Wikisoft Corp.

31Net Income/Net Loss

~~From~~We incurred Net income of $266,780 for the year ended ~~January~~December 131, 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, wean ~~made~~increase of 17.6%, which includes a 9% corporate tax provision imposed in the ~~following~~UAE ~~issuances:~~for the FY 2024 as compared with 0% in 2023.

●Liquidity Onand ~~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.Resources

●As Onof ~~May~~December 431, 2024, and 2023, ~~the~~we ~~Company~~had ~~issued~~total tocurrent assets ~~Nicolas~~of ~~Link~~$7,466,617 and $2,~~750~~002,~~000~~492, ~~shares~~respectively, ofand ~~our~~total ~~common~~current ~~stock~~liabilities ~~with~~of a$11,363,612 ~~grant-date~~ and ~~fair~~$5,782,017. ~~market~~The ~~value~~notes ofto the ~~award~~consolidated financial asstatements ofprovide ~~June~~a 1,breakdown ~~2022,~~for atthe ~~$0.0721~~periods ~~pursuant~~ended toDecember ~~his~~31, ~~employee~~2024, ~~contract~~and 2023, respectively.

●As Onof ~~May~~December 431, ~~2023~~2024, ~~the~~our ~~Company~~working ~~issued~~capital todeficit was ~~John-Paul Backwell 2~~$3,~~250~~896,~~000~~995, ~~shares~~compared ofto ~~our~~$3,779,525 ~~common stock with a grant-date and fair market value of the award~~ as of ~~June~~December 131, ~~2022, at $0~~2023.~~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.27

●Net Oncash provided by ~~May~~operating 4,activities ~~2023~~was $1,154,846 for the ~~Company~~fiscal ~~issued~~year toended ~~Krishnan~~December ~~Krishnamoorthy~~31, 22024,~~250,000~~ ~~shares~~as ofcompared ~~our common stock~~ with a$2,358,808 ~~grant-date~~provided ~~and~~for ~~fair market value of~~ the fiscal ~~award~~year asended ofDecember ~~June 1~~31, ~~2022, at $0~~2023.~~0721 pursuant to his employee contract.~~

●Net Oncash ~~May~~used 4,in ~~2023~~investing activities was $(5,636) for the ~~Company~~fiscal ~~issued~~year toended ~~Louise~~December ~~Bennett~~31, ~~500~~2024,~~000~~ ~~shares~~as ofcompared ~~our common stock~~ with a$(5,500,000) ~~grant-date~~provided ~~and~~for ~~fair market value of~~ the ~~award~~fiscal asyear ofended ~~June~~December 131, ~~2022, at $0~~2023.~~0721 pursuant to her employee contract.~~

●Net Oncash ~~May~~(used 8,in) provided ~~2023,~~by ~~the~~Financing ~~Company~~activities ~~issued~~was ~~to Exchange Listing LLC 1,543,256 shares of our common stock for~~ $1(926,~~543~~120) for ~~consultancy services for~~ the ~~planned~~fiscal ~~uplist~~year toended ~~NYSE~~December ~~with~~31, a2024, ~~grant-date~~as ~~and~~compared ~~fair~~with ~~value of the award~~$3,140,548 atprovided ~~$0.41~~for ~~pursuant~~the tosame aperiod ~~share~~ended ~~purchase agreement signed on April 19,~~ 2023.

●Our Onprimary ~~June~~liquidity 1,and ~~2023,~~capital ~~the~~requirements ~~Company~~include working ~~issued~~capital tofor ~~Jefferson~~our ~~Street~~subsidiary, ~~Capital~~Al ~~LLC~~Shola ~~150~~Gas,~~000~~ ~~shares of our common stock with a grant-date~~ and ~~fair~~general ~~value~~corporate ofoperational ~~the~~needs. ~~award as of May 23~~Historically, ~~2023,~~we athave ~~$0.60~~met ~~pursuant~~these tocash arequirements through ~~share~~cash ~~purchase~~generated ~~agreement~~by ~~signed~~financing ~~on May 23, 2023~~activities.

OnThe ~~June 16, 2023, the~~ Company’s ~~issued~~ability to ~~Sky~~continue ~~Holdings Ltd.~~as a ~~six-month~~going concern ~~convertible~~depends ~~promissory~~on ~~note~~its inability ~~the~~to ~~principal~~continue ~~amount~~to ofgenerate ~~$550,000.~~sufficient ~~The~~revenues ~~Note~~and ~~bears~~raise ~~interest~~capital atwithin 7%one ~~per~~year ~~annum.~~from ~~The~~the ~~Company has~~date ~~the~~of ~~right~~this tofiling. Management ~~prepay~~plans ~~the~~to ~~Note~~use atborrowings ~~any~~and ~~time.~~security ~~All~~sales ~~principal~~to onmitigate the ~~Note~~effects isof ~~convertible~~cash ~~into~~flow ~~shares~~deficits; ofhowever, ~~our~~no ~~common~~assurance ~~stock~~can ~~after~~be ~~six months~~given ~~from~~that ~~issuance~~debt ator ~~the~~equity ~~election~~financing, ofif ~~the~~and ~~holder~~when atrequired, awill ~~conversion~~be ~~price equal to $0~~available.~~35 per share.~~

●The ~~On July 26, 2023, 2023, the~~ Company’s ~~issued~~Debt toObligations ~~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~~December 31, ~~2023,~~2024 at(including ~~$0.42~~convertible ~~pursuant~~and topromissory ~~a share purchase agreement signed on June 16, 2023.~~notes):

● 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.

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

●* OnThe ~~July~~convertible ~~31,~~and ~~2023, the Company issued to 1800 Diagonal Lending Ltd. a~~ promissory ~~note~~notes inare ~~the~~described ~~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~~financial ~~monthly~~footnotes ~~payments~~and ~~each~~included in the ~~amount of $21,955~~exhibits.~~45.~~ ~~The~~Amounts ~~promissory~~are ~~note matures on February 28, 2024, with a total payback to the Holder of $197,599. All~~ principal onamounts ~~the~~and ~~Diagonal~~exclude 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 Dateinterest.

● 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.28

32Going Concern

●The Onaccompanying ~~August~~condensed ~~25,~~consolidated ~~2023,~~financial statements ~~the~~have ~~Company~~been ~~issued~~prepared toin ~~Artelliq~~accordance ~~Software~~with ~~Trading~~accounting ~~6,410,971~~principles ~~shares~~generally accepted in the United States of ~~our~~America ~~common~~on ~~stock~~a ~~for~~going $2concern basis,~~000,000~~ ~~pursuant~~which tocontemplates athe ~~share~~realization ~~purchase~~of assets and ~~buy~~the ~~back~~satisfaction ~~agreement~~of ~~signed~~liabilities onand ~~August~~commitments ~~21,~~in ~~2023~~the normal course of business.

●Management Onevaluated ~~September~~all 15relevant conditions and events that are reasonably known or reasonably knowable, ~~2023~~in the aggregate, as of the ~~Company~~date the consolidated financial statements are issued and determined. The Company’s ability to ~~Nicolas~~continue ~~Link~~as ~~2,000,000~~a ~~shares~~going ofconcern ~~our~~is ~~common~~dependent ~~stock~~on ~~pursuant~~the toCompany’s ~~his~~ability ~~employee~~to ~~contract~~continue ~~with~~to agenerate sufficient ~~grant-date~~revenues and ~~fair~~raise ~~market~~capital ~~value~~within one year from the date of $0filing.~~27.~~

●QIND Onintends ~~September~~to ~~15,~~complete ~~2023~~future acquisitions, ~~the~~and we ~~Company~~intend ~~issued~~ to ~~John-Paul~~disclose ~~Backwell~~these 2acquisitions,~~000,000~~ ~~shares~~as ofthey happen, in our ~~common~~ongoing ~~stock~~reports with the Securities and Exchange Commission. Over the next twelve months, ~~pursuant~~management plans to ~~his~~use ~~employee~~borrowings ~~contract~~and security sales to mitigate the effects of cash flow deficits; however, ~~with~~no aassurance can ~~grant-date~~be given that debt or equity financing, if and ~~fair~~when ~~market~~required, ~~value~~will ofbe $0available.~~27.~~

●Impact ~~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.~~Acquisitions

●Historically, Onour ~~September~~growth ~~15,~~has ~~2023,~~been through the ~~Company~~acquisition of ~~issued~~businesses toin ~~Louise~~our ~~Bennett~~targeted ~~350,000~~sectors. ~~shares~~We oftypically incur upfront costs as we incorporate and integrate acquired businesses into our ~~common~~operating philosophy ~~stock,~~and ~~pursuant~~operational toexcellence. ~~her~~This ~~employee~~includes ~~contract~~consolidation of supplies and raw materials, ~~with~~optimized alogistics ~~grant-date~~and production processes, and ~~fair~~other ~~market~~restructuring ~~value~~and improvement initiatives. The benefits of $0these integration efforts and upcoming planned acquisitions may not positively impact our financial results instantly, but this has historically been the case in future periods.~~27.~~

●Critical OnAccounting 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.Estimates

●A Oncritical ~~December~~accounting ~~20,~~estimate ~~2023,~~is ~~the~~an ~~Company~~estimate ~~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~~ that: (~~20%~~i) ~~interest~~is ~~which~~made ~~will~~in beaccordance ~~charged~~with ongenerally ~~the~~accepted ~~day~~accounting ~~the company receives the IPO funding~~principles, ~~and thereafter Fifteen percent~~ (~~15%~~ii) ~~per~~involves ~~annum will be charged. The Note is for~~ a ~~period~~significant level of 1estimation ~~year~~uncertainty and ~~cannot be converted until six~~ (6iii) ~~months from the date first written above~~ has ~~passed.~~had ~~All~~or ~~principal on the Note~~ is ~~convertible~~reasonably ~~into~~likely ~~shares~~to ofhave ~~our common stock after six months from issuance at the election of the holder at~~ a ~~conversion~~material ~~price~~impact ~~equal~~on to the ~~price~~Company’s offinancial ~~25%~~condition ~~of the listing price,~~ or ifresults ~~the company does not uplist, at a 50% discount~~ of ~~the market price~~operations.

●The OnManagement’s ~~December~~Discussion 26and Analysis of Financial Condition and Results of Operations” is based on the Company’s Consolidated Financial Statements, ~~2023~~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 ~~issued~~believes to ~~Jefferson~~be ~~Street~~reasonable under ~~Capital~~the ~~241,758~~circumstances. ~~shares~~The results of ~~our~~these ~~common~~estimates ~~stock~~form ~~pursuant~~the tobasis afor ~~convertible~~making ~~note~~judgments ~~signed~~about onthe ~~May~~carrying ~~23,~~values ~~2023~~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.

~~The~~Significant ~~sales~~estimates ~~and~~include ~~issuances~~estimates ofused ~~the~~to ~~securities described~~review ~~below~~the ~~were~~Company’s ~~made~~impairments ~~pursuant~~and toestimations ~~the~~of ~~exemptions~~long-lived ~~from~~assets, ~~registration~~revenue ~~contained~~recognition ~~in Section 4(a)(2)~~ of ~~the~~Contract-based ~~Securities~~revenue, ~~Act~~allowances ~~and~~for ~~Regulation D~~uncollectible ~~under~~accounts, and the ~~Securities~~valuations ~~Act.~~of ~~Each~~non-cash ~~purchaser~~capital ~~represented~~stock ~~that~~issuances. ~~such~~The ~~purchaser’s~~Company ~~intention~~bases toits ~~acquire~~estimates ~~the~~on ~~shares~~historical ~~for~~experience ~~investment only~~ and ~~not~~on ~~with~~various other aassumptions ~~view~~that ~~toward~~are ~~distribution.~~believed Weto ~~requested~~be ~~our~~reasonable ~~stock~~in ~~transfer~~the ~~agent~~circumstances, tothe ~~affix~~results ~~appropriate~~of ~~legends~~which toform the ~~stock~~basis ~~certificate~~for making judgments about ~~issued~~the tocarrying ~~each~~values ~~purchaser~~of assets and ~~the~~liabilities ~~transfer~~that ~~agent~~are ~~affixed~~not ~~the~~readily ~~appropriate~~apparent ~~legends.~~from ~~Each~~other ~~purchaser~~sources. ~~was~~Actual ~~given~~results ~~adequate~~may ~~access~~differ tofrom ~~sufficient~~these estimates ~~information~~under ~~about~~different usassumptions or conditions. Further, refer to ~~make~~the anCompany’s ~~informed~~significant ~~investment~~accounting ~~decision~~policies as described in Note 2 of the Notes to Consolidated Financial Statements.

~~ITEM~~We consider the following accounting estimate to be 6.the ~~[Reserved]~~most critical in understanding the judgments that are involved in preparing our consolidated financial statements:

WeOff-Balance ~~are~~Sheet ~~not required to provide the information required by this item because we are a smaller reporting company.~~Arrangements

33We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

~~ITEM 7.~~Recently ~~MANAGEMENT’S~~Issued ~~DISCUSSION~~Accounting ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Pronouncements

~~General~~ The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~Overview~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~QIND~~We isare anot ~~Nevada~~required ~~Corporation~~to ~~which~~provide isthe ~~majority owned~~information required by ~~ILUS. ILUS~~this ~~functions~~Item asbecause ~~QIND’s~~we ~~parent~~are ~~company,~~a ~~and~~smaller asreporting ~~such it concentrates on providing strategic management oversight that includes financial, administration, marketing, and human resources support to its operating companies~~company. ~~QIND functions as the Industrial & Manufacturing subsidiary of ILUS.~~

~~Factors~~ITEM ~~Affecting~~8. ~~Our~~FINANCIAL ~~Performance~~STATEMENTS AND SUPPLEMENTARY DATA

The ~~primary~~financial ~~factors~~statements ~~affecting~~required ~~our~~by ~~results~~Item of8 ~~operations~~are included ~~include~~in ~~but~~this Annual Report following Item 15 hereof. As a smaller reporting company, we are not ~~limited~~required to: provide supplementary financial information.

~~General~~ITEM ~~Macro~~9. ~~Economic~~CHANGES ~~Conditions~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Our business is impacted by the global economic environment, employment levels, consumer confidence, government, and municipal spending~~None. 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.

~~Recent~~ITEM ~~Developments~~9A. CONTROLS AND PROCEDURES

OnEvaluation ~~January 18, 2023, QIND signed a definitive Share Purchase Agreement acquiring 52%~~ of ~~Quality~~Disclosure ~~International~~Controls Coand ~~Ltd FZC. All closing documents were executed for the transaction on March 6, 2023~~Procedures

OnWe ~~March 9~~maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, ~~2023~~as amended, weis ~~changed~~recorded, processed, ~~our~~summarized, ~~SIC~~and ~~code of~~reported within the ~~Company~~time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to ~~SIC~~our ~~3590~~management, ~~— Misc.~~including ~~Industrial &~~our ~~Commercial~~principal ~~Machinery~~executive officer and ~~Equipment~~principal financial officer, as appropriate, to ~~reflect~~allow timely ~~the~~decisions ~~new~~regarding ~~business~~required ~~direction~~disclosure.

OnIn ~~April 19,~~designing ~~2023,~~and ~~QIND~~evaluating ~~engaged~~our ~~with~~disclosure ~~Exchange~~controls ~~Listing~~and ~~LLC~~procedures, asmanagement ~~strategic~~recognized ~~advisors~~that toany ~~pursue~~controls ~~the~~and ~~Company’s~~procedures, ~~goal~~no ofmatter ~~completing~~how awell ~~successful~~designed ~~uplisting~~and tooperated, acan ~~major~~provide ~~stock~~only ~~exchange in~~reasonable ~~conjunction~~assurance ~~with~~of aachieving ~~simultaneous~~the ~~debt~~desired ~~financing~~control ~~and/or registration statement with common stock financing~~objectives.

OnAs ~~July 31,~~required ~~2023,~~by ~~the~~SEC ~~shareholders~~Rule of15d-15, ~~Quality~~our management carried ~~International~~out ~~and~~an evaluation, under the ~~Company~~supervision ~~entered~~and ~~into~~with anthe ~~amendment~~participation toof ~~the~~our ~~Share~~principal ~~Purchase~~executive ~~Agreement~~officer toand ~~revise~~principal financial officer, of the ~~payment~~effectiveness ~~schedule~~of ~~for~~our ~~the~~disclosure ~~purchase price~~controls ~~for~~and procedures as of the ~~shares.~~end ~~The~~of ~~agreement~~the ~~has~~period ~~been~~covered ~~filed~~by asthis anAnnual ~~exhibit~~Report ~~with~~on ~~this~~Form 10-K.

OnBased ~~August 4,~~on ~~2023,~~that ~~the Board of Directors of Quality Industrial Corp.~~evaluation, ~~approved~~our aprincipal ~~change in fiscal year end of the Company from December 31 to June 30. The Board’s~~executive ~~decision~~officer toand ~~change~~principal ~~the~~financial ~~fiscal~~officer ~~year~~concluded ~~end~~that ~~was~~our ~~related~~disclosure tocontrols ~~the~~and ~~Company’s~~procedures ~~intent~~were toeffective ~~uplist~~at toa ~~NYSE~~reasonable ~~American and to allow investors to~~assurance ~~accurately~~level ~~measure~~as ~~revenue~~of ~~and earnings year-over-year. The Company reversed~~ the ~~fiscal year on February 9, 2024, to~~ end ~~December 31, to~~of ~~align it with~~ the ~~Company’s~~period ~~parent’s~~covered ~~fiscal~~by ~~year~~this ~~and to reduced multiple audit fees for the individual entities~~report.

OnChanges ~~August 25,~~in ~~2023,~~Internal ~~the~~Control ~~Company~~Over ~~issued~~Financial ~~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, filed as an exhibit with this 10-K.~~Reporting

AsThere ofhas ~~March~~been ~~27,~~no ~~2024,~~change wein ~~entered~~our ~~into~~internal acontrol ~~definitive~~over ~~Stock~~financial ~~Purchase~~reporting ~~Agreement~~identified in connection with the ~~shareholders~~evaluation ofrequired Alby ~~Shola~~Rule ~~Al Modea Gas Distribution LLC~~ 13a-15(~~“ASG” or “Al Shola Gas”~~d) to ~~acquire a 51% interest in ASG. The Closing~~ of the ~~transaction~~Exchange ~~took~~Act ~~place~~that ~~when~~occurred ~~both~~during ~~parties signed~~ the ~~definitive Share Purchase Agreement.~~ Alyear ~~Shola~~ended ~~Gas~~December is31, an2023, ~~Engineering~~that ~~and~~has ~~Distribution~~materially ~~Company~~affected inor ~~the LPG Industry in the United Arab Emirates and was established in 1980. The company~~ is ~~one~~reasonably oflikely ~~the~~to ~~region’s~~materially ~~leading~~affect ~~suppliers~~our ~~and~~internal ~~contractors~~control ofover ~~LPG centralized pipeline systems and is approved by The~~financial ~~General Directorate of Civil Defense, Government of Dubai, as a Central Gas Contractor and LPG Supplier~~reporting.

OnITEM April 1, 2024, after several failed effort negotiations with the purpose of restructuring the deal and obtaining information from the selling shareholders of Quality International, the QI Purchase Agreement with Quality International was terminated by Quality International and subsequently the Board of Directors of the Company approved the cancellation of the agreement with Quality International Co Ltd FZC signed on January 18, 2023, and amended on July 27, 20239B. ~~The~~OTHER amounts labelled as “Restated” in our financial statements represent the effects of the cancellation of the contract with Quality International Co Ltd FZC which is no longer consolidated with our financial statements.INFORMATION

34None.

~~The~~ITEM ~~Company~~9C. isDISCLOSURE ~~currently unwinding~~REGARDING ~~the~~FOREIGN ~~transaction~~JURISDICTIONS ~~and~~THAT ~~this~~PREVENT ~~Form 10-K amends the Annual Report on Form 10-K of Quality Industrial for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on March 31, 2023.~~ INSPECTIONS

~~We are filing this Form 10-K to restate our financial statements as of December 31, 2022, that were previously reported on the Original Filing and subsequent amendments~~None. ~~The following items have been amended to reflect the restatements:~~

~~● Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~30

●PART ~~Part II, Item 8. Financial Statements and Supplementary Data~~III

●ITEM ~~Part~~10. IVDIRECTORS, ~~Item~~EXECUTIVE ~~15.~~OFFICERS ~~Financial~~AND ~~Statement~~CORPORATE ~~Schedules and Footnotes~~GOVERNANCE.

InThe ~~addition,~~following ~~the~~information ~~Company’s~~sets ~~Auditor~~forth ~~has~~the ~~provided~~names, ages aand ~~new~~positions ~~Audit Report as~~ of ~~the~~our ~~date~~current ofdirectors ~~this~~and ~~filing~~executive ~~in connection with this Form 10-K~~officers.

The following presents a reconciliation of the impacted financial statement line items as filed to the restated amounts as of December 31, 2022. The previously reported amounts reflect those included in the Amended filing of our Annual Report on Form 10-K/A as of and for the year ended December 31, 2022, filed with the SEC on May 5, 2023, and provided as comparative in Part II, Item 8. Financial Statements and Supplementary Data.

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

~~Planned~~Below ~~Developments~~is a brief description of the background and business experience of each of our current executive officers and directors.

InNicolas the first half of 2024 the Company will allocate resources to our subsidiary with the aim to increase efficiency, drive increased sales and positively impact their financial results. We anticipate that our operating expenses will increase as we undertake our expansion plan associated with our acquisition. The increase will be attributable to administrative and operating costs associated with our business activities. We will seek to add a new Chief Financial Officer and Independent Directors with industry experience prior to a planned uplisting to a National Exchange through a reverse triangular merger (“RTO”), for which the company is currently in ongoing discussions with a National Exchange listed company.Link

~~Results~~Mr. Nicolas Link, Executive Chairman, 44, combines over 20 years of ~~Operation~~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 Executive Officer, and Chairman, leading the ~~Year~~company’s strategic ~~Ended~~and synergetic mergers and acquisitions initiatives. on May 28, 2022, ILUS acquired the majority of the Company and Mr. Link, became the Chairman of the board of directors. On December 31 7, 2022, Mr. Link was appointed as CEO and Chairman of the Board of Directors for CGrowth Capital Inc., “CGRA,” an innovation and growth-orientated company focused on the acquisition and consolidation of disruptive technology and product businesses in the sports industry. 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 ~~2022~~betting sector. Mr. Link holds a Marketing Diploma from Damelin College, South Africa.

~~Revenues~~Aside from that provided above, Mr. Link 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.

WeMr. ~~earned~~Link $0is inwidely ~~revenue for~~regarded ~~the~~as ~~year~~a ~~ended~~serial ~~December~~entrepreneur who 31has successfully started, ~~2023~~grown, asand ~~compared~~exited ~~with~~several ~~revenue~~companies ofin $0the ~~for~~UK, ~~the~~UAE, ~~year~~China, ~~ended~~Poland ~~December~~& ~~31,~~South ~~2022~~Africa. ~~The~~We ~~lack~~believe ofthat ~~revenue~~Mr. Link is aqualified ~~result~~ to serve on our board of ~~the~~directors ~~cancellation~~because of his experience in leadership and management roles in the ~~Agreement~~field ~~with~~of ~~Quality~~manufacturing and ~~International~~technology, as well as his experience taking companies public in the USA.

~~Operating Expenses~~31

~~Operating~~John-Paul expenses increased to $2,704,320 for the year ended December 31, 2023, to $421,545 for the year ended December 31, 2022. Our operating expenses in 2023, were mainly the result of shares issued to our management and Chairman in the amount of $2,233,000, resulting in the majority of increased operating expenses.Backwell

WeMr. ~~anticipate~~John-Paul ~~that~~Backwell, ~~our~~44, is the Chief Executive ~~operating~~Officer. ~~expenses~~He ~~will~~has ~~increase~~more asthan we23 ~~undertake~~years ~~our~~of ~~expansion~~experience ~~plan~~developing ~~associated~~and ~~with~~leading ~~acquisitions.~~global ~~The~~teams, ~~increase~~predominantly ~~will~~in bethe ~~attributable~~fields ~~to administrative~~of Manufacturing and Technology. ~~operating~~He ~~costs~~has ~~associated~~a ~~with~~Bachelor ~~our~~of ~~business~~Arts ~~activities~~degree ~~and~~in ~~the~~English ~~professional~~Language ~~fees~~and ~~associated~~Literature/Letters ~~with~~from ~~our~~Stellenbosch ~~reporting obligations~~University.

~~Other~~From ~~Income/Expenses~~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.

WeAside ~~had~~from ~~other~~that ~~non-operational~~provided above, Mr. Backwell does ~~expenses~~not ofhold ~~$1,457,477~~and ~~for~~has ~~the~~not ~~year~~held ~~ended~~over ~~December~~the ~~31,~~past ~~2023,~~five asyears ~~compared~~any ~~with~~other adirectorships ~~gain~~in ofany ~~$318,682~~company ~~for~~with ~~the~~a ~~same~~class ~~period~~of ~~ended~~securities ~~2022.~~registered ~~The~~pursuant ~~increase~~to inSection ~~other~~12 ~~expenses~~of inthe ~~2023~~Exchange ~~were~~Act ~~mainly~~or subject to the ~~result~~requirements of ~~interest~~Section ~~expenses~~15(d) onof the ~~convertible~~Exchange ~~notes~~Act ~~and~~or ~~issuance~~any ofcompany ~~shares~~registered ~~for~~as ~~services~~an ~~amounting~~investment tocompany ~~$1,320,029,~~under ~~for~~ the ~~year~~Investment ~~ended~~Company ~~December~~Act ~~31,~~of ~~2023~~1940.

35Louise Bennett

~~Net~~Ms. ~~Income/Net~~Louise Bennett, Chief Operational Officer, 54, ~~Loss~~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 O-level degree from Kirk Hallam Comprehensive School in the UK.

WeAside ~~incurred~~from ~~Net~~that ~~Loss of~~provided $4above,~~161,797~~ ~~for~~Ms. ~~the~~Bennett ~~year~~does ~~ended~~not hold ~~December~~and ~~31,~~has ~~2023,~~not ~~compared~~held toover athe ~~net~~past ~~loss~~five ofyears ~~$102,863~~any ~~for~~other ~~the~~directorships ~~same~~in ~~period~~any ~~ended~~company ~~December~~with ~~31,~~a ~~2022.~~class ~~The increase~~of insecurities ~~Net~~registered ~~Loss~~pursuant ~~for~~to Section 12 of the ~~year~~Exchange ~~resulted~~Act inor asubject ~~Net~~to ~~Loss~~the ~~per~~requirements ~~common~~of ~~share~~Section 15(~~Earnings~~d) ~~Per~~of ~~Share–-~~the ~~EPS)~~Exchange ~~for~~Act ~~the~~or ~~twelve~~any ~~months~~company ~~ended~~registered as an investment ~~December~~company ~~31,~~under ~~2023,~~the Investment Company Act of $01940.~~03.~~

~~Liquidity~~Krishnan ~~and Capital Resources~~Krishnamoorthy

AsMr. ofKrishnan ~~December 31~~Krishnamoorthy, ~~2023,~~Chief ~~and~~Financial ~~2022~~Officer, ~~we had~~ ~~total~~59, ~~current~~has ~~assets~~amassed ofmore ~~$2,356,575~~than ~~and~~39 ~~$1,014,094~~years ~~respectively,~~of ~~and~~experience ~~total~~in ~~current~~the ~~liabilities~~financial management of ~~$5,782,017~~public and ~~$107,033.~~private Acompanies ~~break-down for~~in ~~the periods ended December 31~~London, ~~2022~~UAE, ~~and 2023~~Bahrain, Dubai, ~~respectively~~Singapore, ~~can~~and ~~be found in the notes to the consolidated financial statements~~India.

WeFrom ~~had~~2018 through 2020, he was the Group CFO of HO Holding Group, a ~~working~~retail ~~capital~~company ~~deficit~~out of $3Dubai. From 2020 through 2022,~~425,442~~ he was the Chief Financial Officer of The Bahrain Ship Repairing and Engineering Company B.S.C. From 2022 to the present, he has served as the Chief Financial Officer of ~~December 31~~Ilustrato Pictures International, Inc. ~~2023~~In August 2018, Mr. ~~This~~Krishnamoorthy ~~compares~~received ~~with~~the a2018 ~~working~~Global ~~capital~~CFO ~~deficit~~Award offrom ~~$92~~Acquisition International,~~939~~ asa ofbusiness ~~December 31~~magazine in the U.K. He holds an MBA in Finance from TIU, ~~2022~~USA, and a Ph.D. in Finance from Trinity College.

~~Net~~Aside ~~cash~~from ~~used~~that provided above, Mr. Krishnamoorthy does not hold and has not held over the past five years any other directorships in ~~operating~~any ~~activities~~company ~~was~~with ~~$2,480,985~~a class of securities registered pursuant ~~for~~to Section 12 of the ~~fiscal~~Exchange ~~year~~Act ~~ended~~or ~~December 31,~~subject ~~2023,~~to asthe ~~compared~~requirements ~~with~~of ~~$415,236~~Section ~~for~~15(d) of the ~~fiscal~~Exchange ~~year~~Act ~~ended~~or ~~December 31,~~any ~~2022.~~company ~~Primarily~~ registered as ~~result~~an investment ofcompany ~~shares~~under ~~issued~~the toInvestment ~~our~~Company ~~management~~Act of 1940.

Net cash used in investing activities was $5,500,000 for the fiscal year ended December 31, 2023, as compared with $1,000,000 for the fiscal year ended December 31, 2022, as result of tranche payments for Quality International.32

~~Financing~~Carsten ~~activities~~Kjems ~~we gained $3,018,371 in cash for the fiscal year ended December 31, 2023, as compared with $1,402,613 in cash provided for the same period ended 2022.~~Falk

~~Our~~Mr. ~~primary~~Carsten ~~requirements~~Kjems ~~for~~Falk, ~~liquidity~~Chief ~~and~~Commercial ~~capital~~Officer, ~~are~~has ~~working~~gained ~~capital,~~more ~~including~~than ~~the~~15 ~~liquidity~~years ~~required~~of toexperience ~~uplist~~as toan aexecutive ~~National~~in ~~Exchange,~~multiple ~~acquisition~~industries ofaccelerating agrowth ~~new~~for ~~subsidiary,~~both ~~and~~private ~~general~~venture capital ~~corporate~~and ~~operational~~publicly ~~needs~~listed companies. ~~Historically,~~He ~~these~~holds ~~cash~~a ~~requirements~~Master ~~have~~of ~~been~~Arts ~~met~~in ~~through~~Educational ~~cash~~Theory ~~provided~~and byCurriculum ~~financing~~Studies: ~~activities~~Mathematics from Aarhus University.

~~The~~From ~~Company~~2013 through 2019, Mr. Falk was Chief Executive Officer of Domino’s ~~ability~~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 ~~continue~~90% of total sales. Since 2019, he has been self-employed as a ~~going~~Management ~~concern~~Consultant isfor ~~dependent~~industrial investors and corporate clients seeking expert advice on ~~the~~SaaS ~~Company’s~~and ~~ability~~FMCG toindustries, ~~continue~~including todigital ~~generate~~transformation, business ~~sufficient~~development, ~~revenues~~strategy, sales marketing, and ~~raise~~operational ~~capital~~excellence. ~~within~~Mr. ~~one~~Falk ~~year~~joined ~~from~~QIND (previously WSFT) on June 1, 2020, as ~~the~~Deputy ~~date~~Chief ofExecutive ~~this~~Officer ~~filing~~and signed a new contract as Chief Executive Officer on September 1, 2020. ~~Management~~On ~~plans~~October to21, ~~use~~2022, ~~borrowings~~Mr. Falk resigned as our Chief Executive Officer and ~~security~~was ~~sales~~subsequently toappointed ~~mitigate~~by ~~the~~our ~~effects~~board of ~~cash~~directors ~~flow~~as ~~deficits;~~our ~~however,~~Chief Commercial Officer. Since noJune ~~assurance~~2022, ~~can~~Mr. beFalk ~~given~~has ~~that~~also ~~debt~~served oras ~~equity~~Chief ~~financing,~~Commercial ifOfficer ~~and~~of ~~when~~Ilustrato ~~required~~Pictures International, ~~will~~Inc. befrom ~~available~~June 2022 until October 2024.

~~The~~Aside ~~Company’s~~from ~~Debt~~that ~~Obligations~~provided asabove, Mr. Falk does not hold and has not held over the past five years any other directorships in any company with a class of ~~March~~securities registered pursuant to ~~31,~~Section ~~2024~~12 ~~(including~~of ~~convertible~~the ~~and~~Exchange ~~promissory~~Act ~~notes~~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.

Note owner	Issue date	Maturity Date	*Amount $
RB Capital Partners Inc.	08/03/2022	08/03/2024		1,100,000
RB Capital Partners Inc.	03/17/2023	03/17/2025		200,000
Jefferson Street Capital LLC	03/23/2023	03/23/2024		160,000
Sky Holdings LLC	06/23/2023	12/23/2023		550,000
1800 Diagonal Lending LTD	07/31/2023	02/28/2024		174,867
RB Capital Partners Inc.	12/20/2023	12/26/2024		100,000
Sean Levi	12/20/2023	06/20/2024		100,000
Exchange Listing LLC	02/06/2024	08/06/2024		35,000
1800 Diagonal Lending LTD	03/12/2023	12/12/2024		133,755
TOTAL				2,553,622

Sanjeeb Safir

*On ~~The~~September ~~convertible~~2, ~~and~~2024, ~~promissory~~the ~~notes~~Board appointed ~~are~~Sanjeeb ~~described~~Safir inas ~~financial~~our ~~footnotes~~newly ~~and~~appointed ~~included~~Managing inDirector for the ~~exhibits~~Middle East Region. ~~Amounts~~From ~~are~~2008 ~~principal~~until ~~amounts~~present, Mr. Safir has been the Managing Director of Al Shola Al Modea Gas and ~~exclude~~Distribution ~~interest~~LLC.

~~Going~~Aside ~~Concern~~from that provided above, Mr. Safir 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.

~~The~~Family accompanying condensed consolidated financial statements have been prepared in 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.Relationships

~~Management~~There ~~evaluated~~are ~~all~~no ~~relevant~~family ~~conditions~~relationships ~~and events~~between ~~that are reasonably known~~ or ~~reasonably knowable, in~~ among the ~~aggregate~~directors, asexecutive ofofficers ~~the~~or ~~date~~persons ~~the~~nominated ~~consolidated~~or ~~financial~~chosen ~~statements~~by ~~are~~us ~~issued and determined. The Company’s ability~~ to ~~continue~~become asdirectors aor ~~going~~executive ~~concern is dependent on the Company’s ability to continue to generate sufficient revenues and raise capital within one year from the date of filing~~officers.

~~QIND~~Involvement ~~intends to complete future acquisitions, and we intend to disclose these acquisitions, as they happen,~~ in ~~our~~Certain ~~ongoing~~Legal reports with the Securities and Exchange Commission. Over the next twelve months 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.Proceedings

36During 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.

~~Impact~~Compliance with Section 16(a) of ~~Acquisitions~~the Exchange Act

~~Historically~~Section 16(a) ~~significant component~~ of ~~our~~the ~~growth~~Exchange ~~has~~Act ~~been~~requires ~~through~~ the ~~acquisition~~Company’s directors ofand ~~businesses~~officers, inand ~~our~~persons ~~targeted~~who ~~sectors.~~beneficially Weown ~~typically~~more ~~incur~~than ~~upfront~~10% ~~costs~~of asa ~~we incorporate~~registered ~~and~~class ~~integrate~~of ~~acquired~~the ~~businesses~~Company’s ~~into~~equity ~~our~~securities, to ~~operating~~file ~~philosophy~~reports ~~and~~of ~~operational~~beneficial ~~excellence.~~ownership ~~This~~and ~~includes~~changes ~~consolidation~~in ~~of supplies~~beneficial ~~and~~ownership ~~raw~~of ~~materials,~~the ~~optimized~~Company’s ~~logistics~~securities ~~and~~with ~~production~~the ~~processes,~~SEC ~~and~~on ~~other~~Forms ~~restructuring~~3, 4 and ~~improvements initiatives~~5. ~~The~~Officers, ~~benefits of~~directors ~~these~~and ~~integration~~greater ~~efforts~~than ~~and~~10% ~~upcoming~~stockholders ~~planned~~are ~~acquisitions~~required ~~may~~by ~~not~~SEC ~~positively~~regulation ~~impact~~to ~~our~~furnish ~~financial~~the ~~results~~Company ~~instantly~~with ~~but~~copies ~~has~~of ~~historically~~all ~~been~~Section ~~the~~16(a) ~~case~~forms inthey ~~future~~file. ~~periods~~All filings were timely.

~~Critical Accounting Estimates~~Committees

AWe ~~critical~~currently ~~accounting~~do ~~estimate~~not ishave a separately designated standing audit committee or any other committees. The entire board of directors performs the functions of an ~~estimate~~audit committee. On October 30, 2023, the Board adopted written charters which govern the actions of the board of directors when performing the functions of that: would generally ~~(i) is~~be ~~made~~performed inby ~~accordance~~an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with ~~generally~~the ~~accepted~~independent ~~accounting~~accountants ~~principles,~~to ~~(ii) involves~~discuss aissues ~~significant~~related ~~level~~to financial reporting. In addition, the board of ~~estimation~~directors ~~uncertainty~~reviews the scope and ~~(iii) has~~results ~~had~~of orthe isaudit ~~reasonably~~with ~~likely~~the toindependent ~~have~~accountants, areviews ~~material~~with ~~impact~~management onand the ~~Company’s~~independent ~~financial~~accountants ~~condition~~our orannual operating results, considers the adequacy of ~~operations~~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 auditor.

~~The~~For ~~Management’s~~the ~~Discussion~~fiscal ~~and~~year ~~Analysis of~~ending ~~Financial~~December ~~Condition~~31, ~~and Results of Operations” is based on the Company’s Consolidated Financial Statements~~2024, 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~~2023, 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~~board ~~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.directors:

~~Significant~~Reviewed ~~estimates~~and ~~include~~discussed ~~estimates used to review~~ the ~~Company’s,~~audited ~~impairments~~financial ~~and estimations of long-lived assets, revenue recognition of Contract based revenue,~~statements ~~allowances~~with ~~for~~management ~~uncollectible accounts,~~ and ~~the~~reviewed ~~valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience~~ and ondiscussed ~~various other assumptions that are believed to be reasonable in~~ the ~~circumstances,~~written ~~the~~disclosures ~~results~~and ~~of which form~~ the ~~basis~~letter ~~for making judgments about the carrying values of assets and liabilities that are not readily apparent~~ from ~~other sources.~~our ~~Actual~~independent ~~results~~auditors ~~may~~on ~~differ~~the ~~from~~matters ~~these estimates under different assumptions or conditions. Further, refer~~ relating to the ~~Company~~ auditor’s ~~significant accounting policies as described in Note 2 of the Notes to Consolidated Financial Statements~~independence.

WeBased ~~consider~~upon the ~~following~~board ~~accounting~~of ~~estimate~~directors’ toreview and bediscussion of the ~~most~~matters ~~critical~~above, ~~in understanding~~ the ~~judgments~~board ~~that~~of ~~are~~directors ~~involved~~authorized ininclusion ~~preparing~~of ~~our~~the ~~consolidated~~audited financial statements: for the year ended December 31, 2024, and 2023, to be included in this Form 10-K.

~~Off-Balance~~On ~~Sheet~~October ~~Arrangements~~30, 2023, the Board adopted a written charter setting forth the authority and responsibilities of the Compensation, Audit, Nominating and Corporate Governance Committee.

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.33

~~Recently~~Compensation ~~Issued Accounting~~Committee ~~Pronouncements~~Interlocks and Insider Participation

~~The~~None of the Company’s ~~has~~executive ~~implemented~~officers serves, ~~all~~or ~~new~~in ~~accounting~~the ~~pronouncements~~past ~~that~~has ~~are~~served, inas ~~effect.~~a ~~These~~member ~~pronouncements~~of ~~did~~the ~~not~~Board ~~have~~or ~~any~~the ~~material~~Compensation ~~impact~~Committee, onor ~~the~~other ~~financial~~committee ~~statements~~serving an equivalent function of ~~unless~~any ~~otherwise~~entity ~~disclosed,~~that ~~and~~has ~~the~~one ~~Company~~or ~~does~~more ~~not~~executive ~~believe~~officers ~~that~~who ~~there~~serve ~~are~~as ~~any~~members ~~other~~of ~~new~~the ~~accounting~~Board ~~pronouncements~~or ~~that~~its ~~have~~Compensation ~~been~~Committee. ~~issued~~None of the members ~~that~~of ~~might~~the ~~have~~Compensation aCommittee ~~material~~is, ~~impact~~or onhas ~~its~~ever ~~financial~~been, ~~position~~an officer or ~~results~~employee of ~~operations~~the Company.

37Code of Ethics & Insider Trading Policy

~~ITEM~~We have adopted a Code of Ethics and Insider Trading 7APolicy that applies to our executive officers, directors, and employees. ~~QUANTITATIVE~~Copies ~~AND~~are ~~QUALITATIVE~~filed ~~DISCLOSURES~~as ~~ABOUT~~Exhibits ~~MARKET~~to ~~RISK~~this form 10-K.

WeDirector ~~are not required to provide the information required by this Item because we are a smaller reporting company.~~Independence

~~ITEM~~We use the definition of “independence” 8as stipulated by NASDAQ to make the following determination regarding Director Independence. ~~FINANCIAL~~In ~~STATEMENTS~~making ~~AND~~the ~~SUPPLEMENTARY~~determination ~~DATA~~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.

~~The~~Under ~~financial~~such ~~statements required~~definitions, bywe ~~this~~do ~~Item~~not 8have ~~are~~any ~~included~~independent directors. inWe ~~this~~intend ~~Annual~~to ~~Report~~appoint ~~following~~independent ~~Item~~directors 15to ~~hereof.~~serve Ason athe ~~smaller~~above ~~reporting company~~committees, wewith ~~are~~three ~~not~~of ~~required~~the independent directors serving toas ~~provide~~chair ~~supplementary~~of ~~financial~~the ~~information~~three respective committees (Audit, Compensation & Nominating Committee).

~~ITEM 9.~~Conflicts ~~CHANGES~~of ~~IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~Interest

~~None~~Some members 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. (“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 that focus on one company over the other, 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 currently, with respect to QIND, and in the 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 director’s understanding of his or her fiduciary duties to our company.

~~ITEM~~In an effort to resolve potential conflicts of interest ~~9A.~~as ~~CONTROLS~~between ~~AND~~ILUS ~~PROCEDURES~~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.

~~Evaluation~~In ofgeneral, ~~Disclosure~~our ~~Controls~~officers and ~~Procedures~~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.

WePotential ~~maintain~~investors ~~disclosure~~should ~~controls~~also ~~and procedures designed to ensure that information required to~~ be ~~disclosed~~aware ~~in reports filed under the Securities Exchange Act~~ of ~~1934, as amended, is recorded, processed, summarized, and reported within~~ the ~~time~~following ~~periods specified in the SEC rules and forms, and that such information~~potential isconflicts ~~accumulated~~of ~~and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.~~interest:

In ~~designing~~the ~~and~~course ~~evaluating~~of ~~our~~their ~~disclosure~~other ~~controls and~~business ~~procedures~~activities, ~~management~~our ~~recognized~~officers ~~that~~and ~~any~~director may ~~controls~~become ~~and~~aware ~~procedures,~~of noinvestment ~~matter~~and ~~how~~business ~~well~~opportunities ~~designed~~which ~~and~~may ~~operated,~~be ~~can~~appropriate ~~provide~~for ~~only~~presentation ~~reasonable assurance~~to ofus ~~achieving~~as well as the ~~desired~~other ~~control~~entities with ~~objectives~~which they are affiliated.

AsOur ~~required~~officers byand ~~SEC~~director ~~Rule~~may ~~15d-15,~~have ~~our~~a ~~management carried~~conflict ~~out~~of aninterest ~~evaluation,~~with ~~under~~respect to ~~the~~evaluating ~~supervision~~a ~~and~~particular ~~with~~business combination if the ~~participation~~retention ofor ~~our~~resignation ~~principal~~of ~~executive~~any ~~officer~~such officers and ~~principal~~directors ~~financial officer,~~was ofincluded ~~the~~by ~~effectiveness~~a oftarget business ~~our~~as ~~disclosure~~a ~~controls~~condition ~~and~~to ~~procedures~~any asagreement ofwith respect to the ~~end~~combination. ofOur ~~the~~employment ~~period~~contracts ~~covered~~have bybeen ~~this~~filed ~~Annual~~as ~~Report~~exhibits onto this ~~Form~~form 10-K.

~~Based~~The onfollowing ~~that~~table ~~evaluation,~~summarizes ~~our~~the ~~principal~~entities ~~executive officer~~to ~~and principal financial officer concluded that~~ which our ~~disclosure~~executive ~~controls~~officers and ~~procedures~~director ~~were~~currently ~~effective~~have atfiduciary aduties ~~reasonable~~or ~~assurance level~~contractual ~~as of the end of the period covered by this report.~~obligations:

Changes in Internal Control Over Financial Reporting

Individual⁽¹⁾	Entity⁽²⁾	Affiliation
Nicolas Link	ILUS QIND DRCR CGRA SAML	Director & CEO Director Director Director & CEO Director

John-Paul Backwell	QIND HTOO	CEO Director & CEO

Louise Bennett	ILUS QIND	COO COO

Krishnan Krishnamoorthy	ILUS QIND	CFO CFO

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.

(1)	Each person has a fiduciary duty with respect to the listed entities next to their respective names. Each of our officers only have employment contracts in QIND and our parent company ILUS.
(2)	Each of the entities listed by trading symbol in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

~~ITEM~~We cannot provide assurances that our efforts to eliminate 9Bthe potential impact of conflicts of interest will be effective. ~~OTHER~~We ~~INFORMATION~~are at risk that our officers and directors will favor their other business interest over the needs of our company. These competing business interests could interfere with our ability to successfully implement our business plan.

~~None.~~34

ITEM 9C 11. ~~Disclosure~~EXECUTIVE ~~Regarding Foreign Jurisdictions that Prevent Inspections~~COMPENSATION.

None.

	Summary Compensation Table as of December 31, 2024
Name and Principal Position		Year		Salary ($)	Bonus ($)	*Stock Awards ($)**	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)		Total ($)
Nicolas Link		2024										0
Executive Chairman		2023				*738,275					$	738,275
John-Paul Backwell		2024		35,000		36,500					$	71,500
CEO		2023				*702,500					$	702,500
Krishnan Krishnamoorthy		2024										0
CFO		2023				*162,500					$	162,500
Louise Bennett		2024										0
COO		2023				*130,550					$	130,550
Carsten Falk		2024	$	107,500						27,500	$	135,000
CCO		2023	$	52,500		*499,725				17,500	$	569,725
Sanjeeb Safir		2024	$	40,000		65,000					$	105,000
MD Middle East		2023										0

38* Includes 10,000,000 common shares to our officers and director pursuant to their employee contracts with a grant-date and fair value of the award as of June 1, 2022, at $0.0721 issued on May 4, 2023, and 5,600,000 common shares to our officers and director pursuant to their employee contracts with a grant-date and fair value of the award as of September 15, 2023, of $0.27.

~~PART~~Narrative ~~III~~Disclosure to Summary Compensation Table

~~ITEM 10.~~Employment ~~DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.~~Agreements

~~The~~Our ~~following~~Director ~~information~~and ~~sets~~Officers ~~forth~~executed ~~the~~employment ~~names,~~agreements ~~ages~~with ~~and~~an ~~positions~~effective date of ~~our~~July ~~current~~1, ~~directors~~2023 and have been filed as exhibits to this Form 10-K. Under the executive ~~officers~~employment agreements, each executive is entitled to receive a cash bonus at the time of the Company’s uplisting to a National Stock Exchange, which shall be equivalent to any accrued base salary from the effective date of July 1, 2023, through the uplisting date.

Name	Current Age	Position
Nicolas Link	43	Executive Chairman of the Board
John-Paul Backwell	43	Chief Executive Officer
Krishnan Krishnamoorthy	58	Chief Financial Officer
Carsten Kjems Falk	49	Chief Commercial Officer
Louise Bennett	53	Chief Operational Officer

Nicolas Link

~~Set~~On ~~forth~~November ~~below~~14, is2023, the Company entered into an employment agreement with Mr. Link to serve as Executive Chairman effective upon the Company’s uplist to a ~~brief~~National ~~description~~Exchange, through June 30, 2024, (the “Link Agreement”). Pursuant to the Link Agreement, Mr. Link receives an annual base salary of $420,000 in periodic instalments in accordance with the ~~background~~Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. Mr. Link’s salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time and ~~business~~he ~~experience~~will also be eligible to receive certain employee benefits. Additionally, Mr. Link may receive an annual bonus of ~~each~~up to 100% of ~~our~~his ~~current~~annual ~~executive~~base ~~officers~~salary as well as equity awards, determined by an agreed to set of corporate goals and ~~directors~~objectives. The Executive is entitled to receive an uplist bonus in cash, once the Company uplists to a National Exchange. The bonus will be equivalent to the accrued base salary from July 1, 2023, until the effective date.

~~Nicolas~~John-Paul ~~Link~~Backwell (Chief Executive Officer)

~~Mr. Nicolas~~On ~~Link~~November 14, ~~Executive Chairman~~2023, ~~43,~~ ~~combines over 20 years of experience in~~ the ~~manufacturing~~Company ~~and~~entered ~~technology~~into ~~industries holding several senior management~~an ~~positions,~~employment ~~including~~agreement ~~Founder,~~with ~~CEO, Strategic Advisor and Chairman positions. From 2003 until 2011,~~ Mr. ~~Link~~ ~~was~~Backwell ~~Founder~~to ~~and~~serve ~~CEO of~~as ~~Jewel~~Chief ~~Saffire~~Executive ~~Products~~Officer ~~Ltd,~~effective ~~a company developing and integrating water mist technologies into firefighting solution. Since 2014, Mr. Link has served~~ as ~~the CEO~~ of ~~Firebug~~July ~~Group~~1, a2023, ~~company~~through ~~focused~~June ~~on developing~~30, ~~manufacturing~~2024, ~~and distributing firefighting products across~~ (the ~~globe~~“Backwell Agreement”). ~~Since~~Pursuant ~~2014,~~to hethe ~~has~~Backwell ~~also served as CEO of FB Fire Technologies Ltd (Firebug)~~Agreement, ~~an acquisition company. In 2020,~~ Mr. ~~Link~~ ~~became~~Backwell areceives ~~Strategic~~an ~~Advisor~~annual ~~for~~base ~~Ilustrato~~salary ~~Pictures~~of ~~International Inc~~$420,000 ~~“ILUS”~~in ~~and~~periodic ~~since 2021,~~instalments ~~Mr. Link~~in ~~has~~accordance ~~been~~with ~~Chief Executive Officer, and Chairman, leading~~ the ~~company~~Company’s ~~strategic~~customary ~~and~~payroll ~~synergetic~~practices ~~mergers~~ and ~~acquisitions~~ ~~initiatives.~~applicable onwage ~~May 28,~~payment ~~2022~~laws, ~~ILUS~~but ~~acquired~~no ~~the~~less ~~majority~~frequently ofthan ~~the Company and~~ monthly. Mr. ~~Link,~~ ~~became~~Backwell’s ~~the~~salary ~~Chairman~~will ~~of the~~be ~~board~~subject ofto ~~directors.~~adjustment Onpursuant ~~December 7,~~to ~~2022,~~the ~~Mr. Link~~Company’s ~~was~~employee ~~appointed~~compensation aspolicies ~~CEO~~in ~~and~~effect ~~Chairman~~from time ofto ~~the~~time ~~Board~~and ofhe ~~Directors~~will ~~for CGrowth~~also ~~Capital~~be ~~Inc,~~eligible ~~“CGRA”~~to anreceive ~~innovation~~certain ~~and~~employee ~~growth~~benefits. ~~orientated~~Additionally, ~~company~~Mr. ~~focused~~Backwell onmay ~~the~~receive ~~acquisition~~an ~~and~~annual ~~consolidation of~~bonus ~~disruptive~~of ~~technology~~up ~~and~~to ~~product~~100% ~~businesses~~of inhis ~~the~~annual ~~sports~~base ~~industry.~~salary Heas ~~resigned~~well as ~~CEO~~equity ~~on May 15~~awards, ~~2023.~~determined Onby ~~January 8, 2024,~~an ~~Mr. Link~~agreed ~~was~~to ~~appointed~~set ~~as Chairman~~ of ~~the~~corporate ~~Board~~goals ofand ~~Directors~~objectives. ~~for~~The Executive ~~Samsara~~is ~~Luggage~~entitled ~~Inc,~~to ~~“SAML”.~~receive ~~Mr. Link also~~an ~~currently~~uplist ~~holds~~bonus ~~the~~in ~~position~~cash, asonce ~~Chairman of~~ the ~~Board~~Company ofuplists ~~Directors~~to ata ~~Dear~~National ~~Cashmere~~Exchange. ~~Holding~~The Cobonus ~~“DRCR”.,~~will abe ~~company~~equivalent into the ~~gambling~~accrued ~~and~~base ~~betting~~salary ~~sector.~~from ~~Mr.~~July ~~Link~~1, ~~holds~~2023, auntil ~~Marketing~~the ~~Diploma~~effective ~~from Damelin College, South Africa~~date.

Aside from that provided above, Mr. Link 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 1940.35

~~Mr. Link~~Louise isBennett ~~widely~~(Chief ~~regarded~~Operations as a serial entrepreneur who has successfully started, grown, and exited several companies in the UK, United States, Dubai, China, Poland & South Africa. We believe that Mr. Link is qualified to serve on our board of directors 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.Officer)

~~John-Paul~~On ~~Backwell~~November 14, 2023, the Company entered into an employment agreement with Mrs. Bennett to serve Chief Operations Officer effective upon the Company’s uplist to a national exchange, through June 30, 2024, (the “Bennett Agreement”). Pursuant to the Bennett Agreement, Mrs. Bennett receives an annual base salary of $220,000 in periodic instalments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. Mrs. Bennett’s salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time and he will also be eligible to receive certain employee benefits. Additionally, Mrs. Bennett may receive an annual bonus of up to 100% of her annual base salary as well as equity awards, determined by an agreed to set of corporate goals and objectives. The Executive is entitled to receive an uplist bonus in cash, once the Company uplists to a National Exchange. The bonus will be equivalent to the accrued base salary from July 1, 2023, until the effective date.

~~Mr. John-Paul~~Carsten ~~Backwell,~~Kjems Falk (Chief ~~Executive~~Commercial Officer~~, 43, has more than 23 years of experience in the development and leadership of global teams, predominantly in the fields of Manufacturing and Technology.~~)

~~From~~On ~~2000~~November ~~through~~14, ~~2014~~2023, ~~Mr. Backwell~~the ~~held~~Company entered into an ~~several~~employment ~~Sales~~agreement ~~Manager~~with ~~and~~Mr. ~~Regional~~Falk ~~Sales~~to ~~Director~~serve ~~roles~~Chief ~~before~~Commercial ~~taking~~Officer oneffective upon the ~~role~~Company’s ofuplist ~~Global~~to ~~Sales~~a ~~Director~~national ofexchange, through ~~FireBug~~June ~~Group~~30, a2024, ~~company focused~~(the on“Falk ~~developing~~Agreement”). Pursuant to the Falk Agreement, ~~manufacturing~~Mr. Falk receives an annual base salary of $300,000 ~~and~~in ~~distributing~~periodic ~~firefighting~~instalments ~~products~~in ~~across~~accordance with the ~~globe~~Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. Mr. Falk’s salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from ~~2014~~time ~~through~~to time and he will also be eligible to ~~2019~~receive certain employee benefits. ~~From~~Additionally, ~~2019~~Mr. ~~until~~Falk may receive ~~mid-2021,~~an heannual ~~was~~bonus aof ~~Non-Executive~~up ~~Director~~to 100% of ~~ConnectNow,~~his aannual ~~Software-~~base salary as~~-a-Service~~ ~~technology~~well ~~company~~as equity awards, ~~and~~determined ~~Managing~~by ~~Director~~an agreed set of ~~Detego~~corporate goals and objectives. ~~Global,~~The aExecutive ~~British~~is ~~Company~~entitled ~~that~~to ~~develops~~receive ~~digital~~an ~~forensics~~uplist bonus in cash, ~~case~~once ~~management~~the ~~and~~Company ~~endpoint~~uplists ~~monitoring~~to ~~solutions~~a ~~for~~National ~~military,~~Exchange. ~~law~~The ~~enforcement~~bonus will be equivalent ~~and~~to ~~corporate~~the ~~customers~~accrued ~~around~~base salary from July 1, 2023, until the ~~world~~effective date.

~~Mr. Backwell~~Sanjeeb ~~currently~~Safir ~~serves as a Non~~-~~Executive Director~~ ~~of FB Fire Technologies Ltd (FireBug). From 2021 to present, Mr. Backwell was~~ Managing Director ~~of Ilustrato Pictures International,~~for ~~Inc. He is also a Director of Emergency Response Technologies Inc, a public safety mergers and acquisitions company and was on January 8, 2024, appointed as director and CEO of~~ the ~~Board~~Middle ofEast ~~Directors for Samsara Luggage Inc, “SAML”. He has a Bachelor of Arts degree in English Language and Literature/Letters from Stellenbosch University.~~Region

~~Aside~~On ~~from~~September ~~that~~2, ~~provided above~~2024, ~~Mr. Backwell~~the Board appointed Sanjeeb ~~does~~Safir ~~not~~as ~~hold~~our ~~and~~newly ~~has~~appointed ~~not~~Managing ~~held~~Director ~~over~~for the ~~past~~Middle ~~five years~~East ~~any~~Region. ~~other~~Pursuant ~~directorships~~to the Employment Agreement, Mr. Safir receives an annual base salary of $120,000 in ~~any~~periodic ~~company~~installments, in accordance with athe ~~class~~Company’s ofcustomary ~~securities~~payroll ~~registered~~practices and applicable ~~pursuant~~wage topayment ~~Section 12~~laws, ofbut ~~the~~no ~~Exchange Act~~less orfrequently than monthly. Mr. Safir’s salary will be subject to adjustment pursuant to the ~~requirements~~Company’s employee compensation policies in effect from time to time. He will also be eligible to receive certain employee benefits. Additionally, Mr. Safir may receive an annual bonus of ~~Section 15(d)~~ up to 25% of ~~the~~his ~~Exchange Act or~~annual ~~any~~base ~~company~~salary ~~registered~~as well as equity awards, determined by an ~~investment~~agreed ~~company~~set ~~under~~of corporate ~~the~~goals ~~Investment~~and ~~Company~~objectives. ~~Act~~ The Executive has received a sign-on bonus consisting of ~~1940~~ 1,000,000 shares in the company upon entering the contract.

39Krishnan Krishnamoorthy (Chief Financial Officer)

~~Louise~~The ~~Bennett~~Company entered into an amended employee agreement signed on June 30, 2022. In accordance with his amended employee agreement, Mr. Krishnamoorthy was issued 2,250,000 QIND common shares on May 4, 2023, pursuant to his employment agreement. Lock-up of the shares will be under rule 144. If Mr. Krishnamoorthy should resign, he will be considered a corporate insider according to rule 144 for a full year and can during any given week not sell or transfer more than 2.5% of the average weekly trading volume over the previous 30 days average trading volume. During the following year, Mr. Krishnamoorthy can sell 25% of any remaining shares per quarter. The Company has the right of first refusal to acquire the shares or match any written offer by a third party for the shares.

~~Ms.~~Upon ~~Louise~~the ~~Bennett,~~Company’s ~~Chief~~uplist ~~Operational~~to ~~Officer, 53,~~a ~~has~~National ~~gained~~Exchange through ~~over~~an ~~25 years~~initial ofpublic ~~experience~~offering in(IPO), the ~~senior~~Chief ~~management~~Financial ofOfficer ~~global~~is ~~engineering,~~entitled ~~manufacturing,~~to ~~and~~an ~~distribution~~appropriate ~~businesses. Since~~market-based ~~March 2014,~~salary ~~she~~in ~~has~~accordance with ~~served as~~ the ~~General~~size ~~Manager~~and performance of FBthe ~~Fire~~business, ~~Technologies~~payable ~~Ltd~~in ~~(FireBug),~~12 aequal ~~company~~monthly ~~focused~~payments, on ~~developing, manufacturing and distributing firefighting products across~~ the ~~globe.~~last ~~From~~day ~~2021~~of toevery ~~the present~~month, ~~Ms.~~plus ~~Bennett~~annual ~~serves~~bonus in asline ~~the~~with ~~Chief~~any ~~Operations Officer~~incentive ofprogram ~~Ilustrato~~that ~~Pictures~~the ~~International,~~Company ~~Inc.~~may ~~She~~have ~~has~~in aplace ~~High~~at ~~School~~the ~~O-level~~time, ~~degree~~all ~~from~~subject ~~Kirk~~to ~~Hallam~~approval ~~Comprehensive~~by ~~School~~the inBoard UKof Directors.

~~Aside~~The ~~from~~Chief ~~that~~Financial ~~provided~~Officer ~~above,~~is ~~Ms.~~also ~~Bennett~~eligible ~~does~~of up ~~not~~to ~~hold~~30 ~~and~~days ~~has~~per ~~not~~year ~~held~~excluding ~~over~~public ~~the~~holidays ~~past~~and ~~five years~~may ~~any~~not ~~other~~carry ~~directorships~~over in any ~~company~~unused ~~with~~vacation afrom ~~class~~prior ofyears ~~securities~~and ~~registered pursuant~~is eligible to ~~Section 12~~participate in ofall ~~the~~health ~~Exchange Act~~and orwelfare ~~subject~~benefits provided to ~~the~~other ~~requirements~~employees of ~~Section 15(d) of~~ the ~~Exchange Act or~~Company (other than any ~~company~~severance ~~registered~~plans) asor ansimilar ~~investment~~own ~~company~~insurance paid ~~under~~by the ~~Investment~~ Company ~~Act of 1940~~.

~~Krishnan~~The ~~Krishnamoorthy~~Chief Financial Officer is also eligible for vacation, paid sick days, mobile and internet and expenses incurred for travel, nights away from home, dining, entertainment etc.

~~Mr. Krishnan~~If ~~Krishnamoorthy,~~the Chief Financial Officer,’s ~~58,~~employment is ~~has~~terminated ~~amassed~~by ~~more~~the ~~than~~Company ~~39 years~~for ofCause, ~~experience~~or inif his employment with the ~~financial~~Company ~~management~~ends ofdue ~~public~~to ~~and~~death, ~~private~~“permanent ~~companies~~and intotal ~~London~~disability”, ~~UAE,~~or ~~Bahrain,~~due ~~Dubai,~~to ~~Singapore~~a voluntary termination of employment by The Chief Financial Officer without Good Reason, ~~and~~then ~~India~~The Chief Financial Officer shall only be entitled to any earned but unpaid compensation as well as any other amounts or benefits owing to The Chief Financial Officer under the terms of any employee benefit plan of the Company.

~~From~~If ~~2018~~the ~~through~~Chief ~~2020,~~Financial heOfficer’s ~~was~~employment with the ~~Group~~Company ~~CFO~~is ~~of HO~~terminated ~~Holding~~by ~~Group,~~the aCompany ~~retail~~in ~~company~~connection ~~out~~with a non-renewal of ~~Dubai.~~the ~~From~~Agreement ~~2020~~without ~~through~~Cause ~~2022~~or for reasons other than Cause, hedeath, ~~was~~“permanent ~~the~~and ~~Chief~~total ~~Financial~~disability” ~~Officer~~or ofis voluntarily terminated by The ~~Bahrain~~Officer ~~Ship~~for ~~Repairing and~~Good ~~Engineering~~Reason, ~~Company~~then ~~B.S.C. From~~The ~~2022~~Officer shall be entitled to the ~~present,~~Severance heBenefits ~~has~~as ~~served~~well as his Accrued Benefits. In the ~~Chief~~event ~~Financial~~the Officer ofbecomes ~~Ilustrato~~entitled ~~Pictures~~to ~~International,~~receive severance ~~Inc.~~benefits Inthe ~~August 2018,~~Company ~~Mr. Krishnamoorthy~~shall ~~received~~pay ~~the~~and ~~2018~~provide ~~Global~~for ~~CFO~~a ~~Award~~period ~~from~~of ~~Acquisition~~3 ~~International~~months after the Date of Termination, athe ~~business~~Officer’s ~~magazine~~then current base insalary ~~the~~per ~~U.K. He~~month, ~~holds~~a anpro ~~MBA~~rata inportion ~~Finance~~of ~~from~~any ~~TIU,~~annual ~~USA,~~bonus ~~and~~that athe ~~Ph.D.~~Officer inwould ~~Finance~~have ~~from~~been ~~Trinity~~entitled ~~College~~to receive.

~~Aside~~Outstanding ~~from~~Equity ~~that~~Awards ~~provided~~at ~~above,~~Fiscal Mr. Krishnamoorthy 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.Year-End

~~Carsten~~Other ~~Kjems~~than ~~Falk~~as discussed above, no executive officer received any equity awards, or holds exercisable or un-exercisable options, as of the years ended December 31, 2024, and 2023.

~~Mr. Carsten~~Long-Term ~~Kjems~~Incentive ~~Falk, Chief Commercial Officer, has gained more than 15 years of experience as an executive in multiple industries accelerating growth for both private venture capital and publicly listed companies.~~Plans

~~From~~There ~~2013~~are ~~through~~no ~~2019,~~arrangements ~~Mr. Falk~~or ~~was~~plans ~~Chief Executive~~under ~~Officer~~which ~~of Domino’s Pizza Denmark during~~ the ~~period he was three times awarded global winner of “best digital”~~ byCompany ~~Domino’s~~would ~~international~~provide ~~for driving online sales from 30% to 90% of total sales. Since 2019~~pension, heretirement ~~has~~or ~~been~~similar ~~self-employed~~benefits ~~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 on June 1, 2020, as our ~~Deputy Chief~~Director ~~Executive~~or ~~Officer and signed a new contract as Chief~~ Executive ~~Officer on September 1, 2020~~Officers. 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~~Compensation ~~2013 through 2019, he was a member~~ of ~~the board of directors of Scandinavian Pizza Company A/S. He holds a Master of Arts in Educational Theory and Curriculum Studies: Mathematics from Aarhus University.~~Directors

~~Aside~~Directors ~~from~~are ~~that~~permitted ~~provided~~to ~~above,~~receive ~~Mr. Falk~~fixed ~~does not~~fees ~~hold~~ and ~~has not held over the past five years any~~ other ~~directorships~~compensation infor ~~any~~their ~~company~~services ~~with~~as aDirectors. ~~class~~The Board of ~~securities~~Directors ~~registered pursuant~~has ~~to Section 12 of~~ the ~~Exchange Act~~authority ~~or subject~~ to ~~the~~fix ~~requirements of Section 15(d) of~~ the ~~Exchange Act or~~compensation ~~any company registered as an investment company under the Investment Company Act~~ of ~~1940~~ Directors.

~~Family Relationships~~36

~~There~~Director ~~are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.~~Independence

~~Involvement~~We inuse the definition of “independence” by the NASDAQ to make the following determination. 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 ~~Legal~~Relationships ~~Proceedings~~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.

~~During the~~Under ~~past~~such ~~10 years~~definitions, ~~none~~we ofdo ~~our~~not ~~current~~have any independent directors,. ~~nominees~~We ~~for~~intend to appoint independent directors orto ~~current~~serve ~~executive~~on ~~officers~~the ~~has~~above ~~been~~committees, ~~involved~~with inthree ~~any~~of ~~legal~~the independent directors serving ~~proceeding~~as ~~identified~~chair inof ~~Item~~the ~~401~~three respective committees (f)Audit, ofCompensation ~~Regulation~~& ~~S-K~~Nominating Committee).

40Security Holders Recommendations to Board of Directors

~~Compliance~~The ~~with~~Company ~~Section~~welcomes ~~16(a)~~comments ofand questions from the shareholders. ~~Exchange~~However, while the Company appreciates all comments from shareholders, it may not be able to individually respond to all ~~Act~~communications.

~~Section~~ITEM 16(a) 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 512. ~~Officers,~~SECURITY ~~directors~~OWNERSHIP ~~and~~OF ~~greater~~CERTAIN ~~than~~BENEFICIAL ~~10%~~OWNERS ~~stockholders~~AND ~~are~~MANAGEMENT ~~required~~AND byRELATED ~~SEC~~STOCKHOLDER ~~regulation to furnish the Company with copies of all Section 16(a) forms they file~~MATTERS. ~~All filings were timely.~~

~~Committees~~The following table sets forth certain information known to us regarding beneficial ownership of our capital stock for (i) all executive officers and directors as a group and (ii) each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent (5%) of our capital stock. The percentage of beneficial ownership in the table below is based on 126,642,689 shares of common stock deemed to be outstanding as of December 31, 2024. Unless otherwise indicated, the address of each beneficial owner listed in the table below is 505 Montgomery Street, San Francisco, CA 94104.

We currently do not have a separately designated standing audit committee or any other committees. The entire board of directors performs the functions of an audit committee. On October 30, 2023, the Board adopted written charters which govern the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. 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 board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers 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 auditor.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾		Percentage of Beneficial Ownership⁽²⁾
Directors and Officers:
Nicolas Link		0		0	%
John-Paul Backwell		0		0	%
Krishnan Krishnamoorthy		0		0	%
Louise Bennett		0		0	%
Carsten Falk		0		0	%
Sanjeeb Safir		0		0	%
All executive officers and directors as a group (6 persons)		0		0	%

5% Holders		98,312,334		67	%
Fusion Fuel Green PLC³

For the fiscal year ending December 31, 2023, and 2022, the board of directors:

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding.

(2)	Based upon 126,642,689 common shares issued and outstanding as per December 31, 2024, and 20,000 Series B stock issued and outstanding as per December 31, 2024.

(3)	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.

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.37

~~Under~~Other ~~the~~than ~~rules~~as ofdisclosed ~~the NYSE~~below, aor ~~company~~included ~~listing~~ in ~~connection~~the section ~~with~~titled ~~its~~Executive ~~initial~~Compensation, ~~public~~there ~~offering~~have ~~has~~been ~~one~~no ~~year~~transactions toinvolving ~~become~~the ~~fully~~Company ~~compliant~~since ~~with~~ the ~~independence~~beginning ~~standards.~~of ~~Each~~the ~~committee must~~last ~~have~~fiscal ~~one~~year, or ~~independent~~any ~~director~~currently atproposed ~~the initial listing~~transactions, ~~have~~in awhich ~~majority~~the ofCompany ~~independent~~was ~~directors~~or ~~within~~is ~~90 days~~to ofbe ~~the~~a ~~initial listing,~~participant and bethe ~~fully~~amount ~~independent~~involved ~~within~~exceeds $120,000 or one ~~year~~percent of the ~~initial~~average ~~listing.~~of ~~Additionally,~~the aCompany’s ~~company~~total ~~listing~~assets inat ~~connection~~year-end ~~with~~for ~~its~~the ~~initial public~~last ~~offering~~two ~~shall~~completed ~~have~~fiscal ~~12 months~~years, ~~from~~and ~~the~~in ~~date~~which ofany ~~listing~~related person tohad ~~comply~~or ~~with~~will ~~the~~have ~~majority~~a ~~independent~~direct ~~board~~or ~~requirement~~indirect material interest.

As of the closing of the offering, our Board will have established the following three standing committees: audit committee (the “Audit Committee”); compensation committee (the “Compensation Committee”); and nominating and governance committee (the “Nominating Committee”). We also intend to appoint independent directors that will serve on each committee. Furthermore, we plan to obtain a D&O insurance prior to uplisting to a National Exchange to attract independent directors to our board and to provide cover for indemnification obligations to directors and officers, as well as the organization’s conduct. Our Board will adopt written charters for each of the three committees. On October 30, 2023, the Board adopted a written charter, and copies of the charters will be available on our website at www.qualityindustrialcorp.com upon completion of this offering. Our Board may establish other committees as it deems necessary or appropriate from time to time.Indemnification

Under our bylaws, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The ~~Audit~~expenses ~~Committee~~of officers and directors incurred in defending a civil or criminal action, ~~among~~suit, or proceeding must be paid by us as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other ~~things~~right which such directors, officers, ~~will~~or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled ~~responsible~~to ~~for:~~their respective rights of indemnification under any bylaw, agreement, vote of shareholders, provision of law, or otherwise.

●Without ~~appointing;~~limiting ~~approving~~the application of the ~~compensation~~foregoing, our board of; ~~overseeing~~directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the ~~work~~fullest indemnification permitted by the laws of; the State of Nevada, and ~~assessing~~may cause us to purchase and maintain insurance on behalf of any person who is or was our director or officer, or is or was serving at our request as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not we would have the ~~independence~~power to indemnify such person. The indemnification provided shall continue as to a person who has ceased to be a director, ~~qualifications~~officer, employee, or agent, and ~~performance~~shall inure to the benefit of the ~~independent~~heirs, executors ~~auditor;~~and administrators of such person.

●Insofar ~~reviewing~~as indemnification for liabilities arising under the ~~internal~~Securities ~~audit~~Act ~~function,~~may ~~including~~be ~~its~~permitted ~~independence~~to directors, ~~plans~~officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and ~~budget;~~is therefore unenforceable.

●ITEM ~~approving,~~14. inPRINCIPAL ~~advance,~~ACCOUNTING ~~audit~~FEES ~~and~~AND ~~any permissible non-audit services performed by our independent auditor;~~SERVICES.

●The ~~reviewing~~following ~~our~~table ~~internal~~sets ~~controls~~forth ~~with~~the fees billed to our company for the ~~independent~~years ~~auditor~~ended December 31, ~~the~~2024, ~~internal~~and ~~auditor~~2023, for professional services rendered by our independent registered public accounting firm Bush and ~~management;~~Co LLP:

● reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

Fees		2024		2023
Audit Fees	$	48,000	$	25,500
Audit-Related Fees		0		0
Tax Fees		0		0
All Other Fees		0		0
Total	$	48,000	$	25,500

●Audit ~~overseeing our financial compliance system; and~~Fees

●Audit ~~overseeing~~fees ~~our~~were ~~major~~for ~~risk~~professional ~~exposures~~services ~~regarding~~rendered for the ~~Company’s~~audits ~~accounting~~of ~~and~~our annual financial ~~reporting~~statements ~~policies,~~and ~~the~~for ~~activities~~review of our ~~internal~~quarterly financial statements during the 2024 and 2023 fiscal years. 2023 audit ~~function,~~fee excludes a reaudit of 2022 and ~~information~~2023 ~~technology~~totaling $95,000.

~~The Board intends that each prospective member of the~~ Audit-related Committee meets the additional independence criteria applicable to audit committee members under SEC rules and NYSE listing rules. Effective upon the completion of this offering the Board will adopt a written charter setting forth the authority and responsibilities of the Audit Committee. The Board intends that each prospective member of the Audit Committee is financially literate, and that a member will be appointed that meets the qualifications of an Audit Committee financial expert under the rules promulgated by the SEC.Fees

WeThis ~~believe~~category ~~that,~~consists ~~after~~of ~~consummation~~assurance ofand ~~this~~related ~~offering,~~services by the ~~functioning~~independent ofregistered ~~the~~public ~~Audit~~accounting ~~Committee~~firm ~~will~~that beare ~~compliant~~reasonably ~~with~~related to the ~~applicable~~performance ~~requirements~~ of the ~~rules~~audit ~~and~~or ~~regulations~~review of ~~the~~our ~~NYSE~~financial statements and ~~the~~ ~~SEC~~are not reported above under “Audit Fees”.

41Tax Fees

~~Compensation~~As ~~Committee~~our independent registered public accountants did not provide any services to us for tax compliance, tax advice and tax planning during the fiscal years ended December 31, 2024, and 2023, no tax fees were billed or paid during those fiscal years.

~~The~~All ~~Compensation~~Other ~~Committee will be responsible for:~~Fees

●Our ~~reviewing~~independent ~~and~~registered ~~making~~public ~~recommendations~~accountants todid not ~~the~~provide ~~Board~~any ~~with~~products ~~respect~~and toservices not disclosed in the ~~compensation~~table ofabove ~~our~~during ~~officers~~the 2024 and ~~directors~~2023 fiscal years. As a result, ~~including~~there ~~the~~were no ~~CEO;~~other fees billed or paid during those fiscal years.

●Pre-Approval ~~overseeing~~Policies and ~~administering the Company’s executive compensation plans, including equity-based awards;~~Procedures

●Our ~~negotiating~~board ~~and~~of ~~overseeing~~directors, ~~employment~~which ~~agreements~~acts ~~with~~as ~~officers~~our audit committee, pre-approves all services provided by our independent auditors. All of the above services and ~~directors;~~fees were reviewed and approved by our board of directors before the respective services were rendered.

●Our ~~overseeing~~board ~~how~~of directors has considered the ~~Company’s~~nature ~~compensation~~and amount ~~policies~~of fees billed by our independent registered public accounting firm and ~~practices~~believe ~~may~~that ~~affect~~the provision of services for activities unrelated to the ~~Company’s~~audit ~~risk~~is ~~management~~compatible ~~practices~~with ~~and/or~~maintaining ~~risk-taking~~their ~~incentives~~respective independence.

~~On October 30, 2023, the Board adopted a written charter setting forth the authority and responsibilities of the Compensation Committee.~~38

~~The~~PART Compensation Committee will consist of independent board members. The Board intends that each member of the Compensation Committee meets the independence criteria applicable to compensation committee members under SEC rules and NYSE listing rules. The Company believes that, after the consummation of the offering, the composition of the Compensation Committee will meet the requirements for independence under, and the functioning of such Compensation Committee will comply with, any applicable requirements of the rules and regulations of NYSE listing rules and the SEC.IV

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, among other things, will be responsible for:

● reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues;

● evaluating and reporting to the Board on the performance and effectiveness of the directors, committees, and the Board as a whole;

● working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise, and experience, including diversity considerations, for the full Board and each committee;

● annually presenting to the Board a list of individuals recommended to be nominated for election to the Board;

● reviewing, evaluating, and recommending changes to the Company’s corporate governance principles and committee charters;

● recommending to the Board individuals to be elected to fill vacancies and newly created directorships;

● overseeing the Company’s compliance program, including the code of business conduct and ethics; and

● overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures.

On October 30, 2023, the Board adopted a written charter setting forth the authority and responsibilities of the Nominating and Corporate Governance Committee.

The Board intends that each member of the Nominating and Corporate Governance Committee will be independent within the meaning of the independent director guidelines of NYSE listing rules.

Compensation Committee Interlocks and Insider Participation

None of the Company’s executive officers serves, or in 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.

Code of Ethics & Insider Trading Policy

We have adopted a Code of Ethics & Insider Trading Policy which applies to our executive officers, directors, and employees. A copy is filed as Exhibits to this form 10-K.

Director Independence

We use the definition of “independence” by the NYSE to make the following determination. 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.

Under such definitions, we do not have any independent directors. We intend to appoint independent directors to serve on the above committees, with three of the independent directors serving as chair of the three respective committees (Audit, Compensation & Nominating Committee).

Conflict of Interest

Our key management and board are also represented on the management and board of ILUS, our parent company, and our Executive Chairman Nicolas Link is also the Chairman of the Board of Directors of Dear Cashmere Holding Co. and the Chairman of the Board of Directors of CGrowth Capital, Inc. As a result, at certain points in time, these jointly represented companies may have members of key management and board concentrate their efforts on transactions that focus on one company over the other, 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 our officers and director in that they have other business interests currently, with respect to QIND, and in the 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. 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 director’s understanding of his or her fiduciary duties to our company.

Currently we have only four officers and one director. We will seek to add additional officers and/or directors with industry experience prior to the planned uplisting to NYSE American.

In an effort to resolve such 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 ILUS, before determining whether to include the opportunities in QIND or another subsidiary.

In general, our officers and director are required to present business opportunities to ILUS, which may include QIND, if:

● ILUS could financially undertake the opportunity through QIND; and

● the opportunity is aligned with the Industrial business of QIND.

● Potential investors should also be aware of the following potential conflicts of interest:

Our officers except our CFO and our director have executed new employment agreements on November 14, 2023. These employment agreements have an effective date upon the Company’s uplist to a National Exchange, and our officers and directors are required to devote their business time substantially to QIND. The Company intends to hire a new CFO with industry experience upon the uplist to replace our current CFO.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated.

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to the combination. QIND is however ILUS’ Industrial & Manufacturing division and business combinations in that industry would fall under QIND.

Below is a table summarizing the entities to which our executive officers and director currently have fiduciary duties or contractual obligations:

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

(1) Each person has a fiduciary duty with respect to the listed entities next to their respective names. Each of our officers only have employment contracts in QIND and our parent company ILUS.

(2) Each of the entities listed by trading symbol in this table has priority and preference relative to our company with respect to the performance by each individual listed in this table of his obligations and the presentation by each such individual of business opportunities.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective. We are at risk that our officers and directors will favor their other business interest over the needs of our company. These competing business interests could interfere with our ability to successfully implement our business plan.

ITEM 11. EXECUTIVE COMPENSATION.

EXECUTIVE COMPENSATION

	Summary Compensation Table as of December 31, 2023
Name and Principal Position	Year		Salary ($)		Bonus ($)	Stock Awards* ($)		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Nicolas Link		2023										$	738,275
Executive Chairman		2022					738,275						0
John-Paul Backwell		2023										$	702,500
CEO		2022					702,500						0
Krishnan Krishnamoorthy		2023										$	162,500
CFO		2022					162,500						0
Louise Bennett		2023										$	130,550
COO		2022					130,550						0
Carsten Falk		2023	$	52,354								$	52,354
CCO		2022	$	30,000			500,000					$	30,000
Paul C. Quintal		2022	$	10,000								$	10,000
Previous Executive Chairman**

* Includes 10,000,000 common shares to our officers and director pursuant to their employee contracts with a grant-date and fair value of the award as of June 1, 2022, at $0.0721 issued on May 4, 2023, and 5,600,000 common shares to our officers and director pursuant to their employee contracts with a grant-date and fair value of the award as of September 15, 2023, of $0.27.

** Mr. Quintal joined the Company on August 1, 2020, as Chief Commercial Officer and resigned from this role on December 1, 2020, and took the role as Executive Chairman on the same date. Mr. Quintal was paid $2,000 pursuant to both his employment agreements. On September 10, 2021, the Company issued 111,111 shares of the Company’s $0.001 par value common stock to Executive Chairman Paul Quintal pursuant to his employment agreement as Executive Chairman. The shares were valued on the grant date at $1.70 per share, amounting to $188,889. Paul Quintal resigned on May 30, 2022, where Nicolas Link replaced him.

Narrative Disclosure to Summary Compensation Table

Employment Agreements

Filing Compare · Quality Industrial Corp.