{"url_path":"/sec/qind/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1393781/0001493152-26-023406-index.html","accession_number":"0001493152-26-023406","cik":"0001393781","ticker":"QIND","issuer_name":"Quality Industrial Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1393781/0001493152-26-023406-index.html","primary_entity_key":"0001393781","primary_entity_name":"Quality Industrial Corp."},"word_count":568,"has_tables":true,"body_markdown":"Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\n \n\n**Unregistered\nSales of Equity Securities**\n\n \n\nOther\nthan as disclosed below, during the three months ended March 31, 2026, any equity securities that were not registered under the Securities\nAct and that were not previously disclosed in a Current Report on Form 8-K.\n\n \n\nOn\nJanuary 12, 2026, the Company issued 5,655,811 shares of common stock to Jefferson Street Capital LLC for the conversion of $1,500.00\nof accrued and unpaid interest, $37,269.38 in default principal and $1,500.00 in fees, totaling $40,269.38 pursuant to the holder’s\nconversion notice under a convertible note issued on May 21, 2024.\n\n \n\nOn\nMay 21, 2024, the Company issued the convertible promissory note to Jefferson Street Capital in a principal amount of $71,500 (purchase\nprice of $65,000), bearing interest at 10% per annum (with default interest at 15% per annum), with equal consecutive monthly payments\ncommencing five months from the issue date, with a final maturity date of February 21, 2025. Ilustrato Pictures International Inc., a\nNevada corporation, is a guarantor under the note. The note may not be prepaid in whole or in part except as otherwise set forth therein;\nhowever, the Company has the right, upon not less than five trading days’ prior written notice, to prepay the outstanding balance\nat 110% of the then-outstanding balance. The holder has the right, from the date of the note through the later of the maturity date or\nthe date of payment of the default amount, to convert all or any part of the outstanding and unpaid amount into shares of our common\nstock at a fixed conversion price of $0.03 per share, subject to equitable adjustments for stock splits, stock dividends, rights offerings,\ncombinations, recapitalizations, reclassifications, extraordinary distributions, and similar events, and further subject to anti-dilution\nadjustment in the event of a dilutive issuance at a lower price. In no event may the holder convert any portion of this note if, after\ngiving effect to the conversion, the holder and its affiliates would beneficially own more than 4.99% of our outstanding common stock,\nand this limitation may not be waived. $1,500 will be added to principal under the note for each conversion. Events of default include,\namong other things, failure to pay principal or interest when due (with a five-day cure period), failure to issue conversion shares,\nbreach of covenants, appointment of a receiver, bankruptcy or insolvency, delisting, failure to comply with Exchange Act reporting requirements,\ncessation of operations, and failure to disclose the note and guaranty in SEC filings. Upon certain events of default, the note becomes\nimmediately due and payable at 150% of the outstanding amount; upon other specified events, at 200% of the outstanding amount.\n\n \n\nOn\nFebruary 23, 2026, Fusion Fuel converted 8,500 shares of Series B Convertible Preferred Stock, par value $0.001 per share, into 8,500,000\nshares of common stock, pursuant to the Company’s Certificate of Designation of Series B Convertible Preferred Stock of the Company\n(the “Series B Certificate of Designation”). The conversion was effected for no cash consideration, in accordance with the\nSeries B Certificate of Designation.\n\n \n\n10\n\n \n\n \n\nEach\nof these securities was offered and sold by the Company in a transaction that was exempt from the registration requirements of the Securities\nAct, in reliance on Section 4(a)(2) thereof.\n\n \n\n**Purchases\nof Equity Securities**\n\n \n\nNo\nrepurchases of our common stock were made during the three months ended March 31, 2026."}