Form 10-Q/A - Quarterly report [Sections 13 or 15(d)]: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

 

☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2024

 

☐ Transition Report pursuant to 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)		(IRS Employer Identification No.)

  

315 Montgomery Street

San Francisco, CA 94104

(Address of principal executive offices)

 

800-706-0806

(Registrant’s telephone number)

 

____________

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

 

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 and posted 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 and post such files). ☒ 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.

 

	☐ 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. ☐

 

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

 

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

 

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 134,775,419 common shares as of September 12, 2024.

 

 

 

 

 

 

EXPLANATORY NOTE

 

On August 19, 2024, the Company filed its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) including, but not limited to, the financial statements, related notes, and other information. This Report was not reviewed by the Company’s independent public accounting firm prior to its filing. On August 19, 2024, the Company engaged a new independent registered public accounting firm. The new independent registered public accounting firm has reviewed this Report and therefore the Company is filing this requisite amendment.

 

 

 

 

 

TABLE OF CONTENTS

 

		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	1
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4:	Controls and Procedures	6
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	7
Item 1A:	Risk Factors	7
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3:	Defaults Upon Senior Securities	7
Item 4:	Mine Safety Disclosures	7
Item 5:	Other Information	7
Item 6:	Exhibits	7

 

i

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Our financial statements included in this Form 10-Q are as follows:

 

F-1		Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and December 31, 2023;
F-2		Consolidated Statements of Operations for the three and six months ended June 30, 2024, and 2023 (Unaudited);
F-3		Consolidated Statement of Stockholders’ Equity (Deficit) for the three and six months ended June 30, 2024, and 2023 (Unaudited);
F-4		Consolidated Statements of Cash Flows for the six months ended June 30, 2024, and 2023 (Unaudited); and
F-5		Notes to Consolidated Financial Statements (Unaudited).

 

1

 

 

QUALITY INDUSTRIAL CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

		June 30, 2024 Unaudited				December 31, 2023 Audited
ASSETS
Current Assets
Cash		$	101,243			$	2,492
Inventory			1,104,220				-
Accounts Receivable			2,112,165				-
Deposits, Advances & Prepayments			552,044				-
Other Current Assets			2,000,000				2,000,000
Total Current Assets			5,869,672				2,002,492
Non-Current Assets
Related Party Receivables			1,866,551				333,133
Long Term Investments			-				6,500,000
Property, Plant and Equipment			85,129				-
Right-of-Use assets			204,182				-
Goodwill			8,479,222				-
Total Non-current Assets			10,635,084				6,833,133
Total Assets			16,504,756				8,835,625
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable			894,307				166,577
Related Party Payable			30,155				-
Operating Lease Liabilities			69,604				-
Convertible Notes, net of discount			2,331,919				2,310,109
Notes payable - current			4,932,258				5,379,554
Other Current Liabilities			453,976				235,886
Total Current Liabilities			8,712,219				8,092,126
Non-Current Liabilities
Operating Lease Liabilities -  Non-Current Portion			143,367				-
Notes payable – long-term			5,820,972				-
Total Long-Term Liabilities			5,964,339				0
Total Liabilities			14,676,558				8,092,126
Stockholders’ Equity
Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding as of as of June 30, 2024, and December 31, 2023, respectively			-				-
Common stock; $0.001 par value; 200,000,000 shares authorized; 133,006,691 and 127,129,694 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively			133,009				127,132
Additional paid-in capital			17,474,251				17,248,964
Accumulated Deficit			(16,318,012	)			(16,632,597	)
Noncontrolling interest			538,950				-
Total stockholders’ Equity			1,828,198				743,499
Total liabilities and stockholders’ Equity		$	16,504,756			$	8,835,625

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-1

 

 

QUALITY INDUSTRIAL CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

		For the Three Months Ended								For the Six Months Ended
		30-Jun-24 Unaudited				30-Jun-23 Unaudited				30-Jun-24 Unaudited				30-Jun-23 Unaudited
Revenue		$	3,317,206			$				$	3,317,206			$
Cost of revenues			2,068,708				-				2,068,708				-
Gross profit			1,248,498				-				1,248,498				-
Operating expenses
Professional fees			34,178				81,956				82,571				112,360
General and administrative			791,252				753,358				828,608				787,705
Total operating expenses			825,430				835,314				911,179				900,065
Income (loss) from operations			423,068				(835,314	)			337,319				(900,065	)
Other (income) expenses
Interest expense			78,736				25,715				165,851				45,238
Other Income			(48,000	)			721,192				(427,554	)			721,192
Total other (income) expense, net			30,736				746,907				(261,703	)			766,430
Net Income (Loss) before Provision of Income Tax			392,332				(1,582,221	)			599,022				(1,666,495	)
Corporate Income Tax			43,889								43,889
Net Income (Loss)			348,443				(1,582,221	)			555,133				(1,666,495	)
Less: net income attributable to noncontrolling interest			240,548				-				240,548				-
Net income (loss) attributable to QIND stockholders			107,895				(1,582,221	)			314,585				(1,666,495	)
Weighted average common shares outstanding			127,759,628				110,222,564				128,331,203				106,573,410
Net income (loss) per common share - basic and diluted		$	0.00				(0.01	)			0.00				(0.02	)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-2

 

 

QUALITY INDUSTRIAL CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

 

For the Six Months Ended June 30, 2024

 

		Preferred Stock								Common Stock								Additional Paid-in				Minority				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Interest				Deficit				Equity
Balance, December 31, 2023			—				—				127,129,694				127,132				17,248,964								(16,632,597	)			743,499
Common stock issued for conversion of notes			—				—				896,809				897				48,603				—								49,500
Minority Interest			—				—				—				—				—				1,464,816				—				1,464,816
Net Income			—				—				—				—				—				0				206,690				206,690
Balance, March 31, 2024			—				—				128,026,503				128,029				17,297,567				1,464,816				(16,425,907	)			2,464,505
Common stock issued for services			—				—				650,000				650				48,975				—				—				49,625
Common stock issued as commitment fees			—				—				500,000				500				23,676				—				—				24,176
Common stock issued for conversion of notes and accrued interest			—				—				4,310,186				4,310				151,533				—				—				155,863
Cancellation of shares for transfer of assets			—				—				(480,000	)			(480	)			(47,520	)			—				—				(48,000	)
Minority Interest			—				—																(1,166,414	)							(1,166,414	)
Net Income			—				—																240,548				107,895				348,443
Balance, June 30, 2024											133,006,691				133,009				17,474,251				538,950				(16,318,012	)			1,828,198

 

For the Six Months Ended June 30, 2023

 

		Preferred Stock								Common Stock								Additional Paid-in				Accumulated				Total Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance, December 31, 2022			—				—				102,883,709				102,886				12,174,975				(12,470,800	)			(192,939	)
Common stock issued for cash			—				—				—				—				—				—				—
Imputed Interest			—				—				—				—				—				—				—
Net Loss			—				—				—				—				—				(84,274	)			(84,274	)
Balance, March 31, 2023			—				—				102,883,709				102,886				12,174,975				(12,555,074	)			(277,213	)
Common stock issued for services											1,693,256				1,693				721,042								722,735
Common stock issued as staff compensation											10,000,000				10,000				711,000								721,000
Net Income																							(1,582,221	)			(1,582,221	)
Balance, June 30, 2023			—				—				114,576,965				114,579				13,607,017				(14,137,295	)			(415,699	)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-3

 

 

QUALITY INDUSTRIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		June 30, 2024 Unaudited				June 30, 2023 Unaudited
Cash flows from operating activities
Net income (loss)			555,133				(1,666,495	)
Adjustment to reconcile net income (loss) to net cash used in operating activities
Depreciation expense			17,553				-
Noncash lease expense			17,948				-
Amortization of debt discount			24,722				-
Issuance of common stock for services			49,625				1,432,042
Gain on noncash sale of assets			(48,000	)			-
Gain on accrued interest forgiven			(379,554	)			-
Change in noncontrolling interest			(1,162,738	)			-
Changes in Assets and Liabilities, net
Accounts receivable			587,661				(347,342	)
Inventory, net			211,717
Deposits			(456	)
Accounts payable and accrued expenses			(157,306	)
Other current liabilities			218,090				99,389
Operating lease liabilities			(16,388	)
			(81,993	)			(482,406	)
Cash flows from investing activities
Cash acquired in business combination			111,767				-
Advance to Parent			3,263
Net change in non-current assets and liabilities			-				470,000
Net cash provided by investing activities			108,504				470,000
Cash flows from financing activities
Repayments of notes payable			(154,407	)			11,693
Proceeds from convertible notes payable			459,520
Repayments on convertible notes payable			(232,873	)			-
Net cash generated from financing activities			72,240				11,693
Net increase/(decrease) in cash			98,751				(713	)
Cash at the beginning of the  period			2,492				3,136
Cash at end of the period			101,243				2,423
Supplemental cash flow information
Income taxes paid		$	-			$	-
Interest expense paid		$	97,520			$	-
Noncash Investing and Financing Activities:
Acquired assets and assumed liabilities with note payable			10,000,000			$	-
Cancellation of debt and investment			5,000,000			$	-
Issuance of related party receivable for investment cancellation			1,500,000			$	-
Debt converted to shares of common stock			205,363			$	-
Issuance of commitment fee shares and debt discounts			24,176			$	-

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

F-4

 

 

QUALITY INDUSTRIAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1: OUR HISTORY

 

The Company was incorporated in 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.

 

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.

 

On April 11, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WikiSoft Acquisition Corp., a Delaware corporation which was then the Company’s wholly owned subsidiary (“Merger Sub”) and WikiSoft Corp., a privately held Delaware corporation (“WikiSoft DE”). 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.

 

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

 

Wikisoft 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.

 

We changed ownership on May 28, 2022, when ILUS at the time, acquired 77.4% of the outstanding shares in our Company. Consequently, ILUS is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. 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.

 

F-5

 

 

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.”

 

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 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.

 

On March 9, 2023, we changed the SIC code of the Company to SIC 3590 - Misc. Industrial & Commercial Machinery and Equipment to reflect the new business direction.

 

On March 27, 2024, the Company signed a definitive Share Purchase Agreement with Al Shola Gas LLC (“ASG” or the “ASG Acquisition”). ASG is an Engineering and Distribution Company in the LPG Industry in the U.A.E. and was established in 1980. The company are one of the leading suppliers & contractors of LPG centralized pipeline systems. Al Sholas gas LLC has been consolidated since acquired on March 27, 2024.

 

On 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, 2023. Quality International Co Ltd FZC is no longer consolidated with our financial statements.

 

NOTE 2. SUMMARY OF SIGNIFICANT POLICIES

 

Basis of Presentation and Principles of consolidation

 

The accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of QIND, and all of its majority-owned and controlled subsidiary are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). The accounts of ASG have been included since acquired on March 27, 2024. All significant inter-company accounts and transactions have been eliminated.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. It is management’s opinion that the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Annual Report on Form 10-K of Quality Industrial Corp. as of and for the year ended December 31, 2023, filed with the SEC on April 8, 2024. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year or for future periods.

 

Use of estimates

 

A critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company’s financial condition or results of operations.

 

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

 

F-6

 

 

Significant estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition of contract-based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Accounts receivable

 

Accounts receivables are recorded at the invoice amount less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before recording the appropriate provision.

 

The duration of such receivables extends from 30 days to beyond 90 days. Payments are received only when a project is completed, and approvals are obtained. Provisions are created based on the estimated irrecoverable amounts determined by referring to past default experience and future economic and market conditions.

 

Inventories

 

In accordance with ASC 330, the Company states inventories at the lower of cost or net realizable value. Cost, which includes material, labor and overhead, is determined on a first-in, first-out basis. The Company makes adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete, zero usage or impaired balances. Factors influencing these adjustments include changes in market demand, product life cycle and engineering changes.

 

Property, Plant & Equipment

 

Property, Plant and Equipment are recorded at cost, except when acquired in a business combination where property, plant and equipment are recorded at fair value. Depreciation of property, plant and equipment is recognized over the estimated useful lives of the respective assets using the straight-line method. The estimated useful lives are as follows:

 

Property, Plant and Equipment		Years
Machinery		5 – 15
Vehicles		5 – 10
Furniture, Fixtures & Office Equipment		3 – 5

 

Expenditures that extend the useful life of existing property, plant and equipment are capitalized and depreciated over the remaining useful life of the related asset. Expenditures for repairs and maintenance are expensed as incurred. When property, plant and equipment are retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss reflected in operations.

 

Depreciation expense for the three months ended June 30, 2024, and 2023 was $37,555 and $0, respectively. Depreciation expense for the six months ended June 30, 2024, and 2023 was $37,555 and $0, respectively.

 

F-7

 

 

Deposits

 

Advances have been paid to the suppliers and subcontractors in the ordinary course of business for the procurement of specialized material and equipment required in the process of designing, engineering and installing Central Gas distribution and monitoring systems. The Company is engaged in the design, engineering, supply and monitoring of Central Gas systems supplying and installing equipment such as pressure regulators, pipelines, safety equipment, tapping points, metering units, valves and storage tanks. To undertake these projects, the Company is required to make upfront investments in materials and machinery. These projects involve many processes and take substantial time to complete. We estimate that the deposit will be utilized in the next 12 months, however, some will only be returned upon cancellation such as office lease deposit, internet and utilities.

 

End-of-service benefits

 

Employee end-of-service benefits in our subsidiary Al Shola Gas amounting to $129,412 as of June 30, 2024, are provided to employees, in the UAE when they leave a job. Eligibility begins after one year of continuous service and varies based on contract type and length of service. These liabilities are included in other current liabilities on the accompanying consolidated balance sheet.  

Employee end of service benefits Al Shola Gas		June 30, 2024 (unaudited)
Balance at Beginning			154,261
Add: charge for the period			82,764
Less: Settlement for the period			(107,613	)
Balance at the end of the period			129,412

 

Goodwill

 

Goodwill represents the cost of acquired companies in excess of the fair value of the net assets at the acquisition date and is subject to annual impairment. Goodwill is the excess of the purchase price paid for an acquired entity and the amount of the price not assigned to acquired assets and liabilities. It arises when an acquirer pays a high price to acquire a business. This asset only arises from an acquisition, and it cannot be generated internally. Goodwill is an intangible asset, and so is listed within the long-term assets section of the acquirers’ balance sheet.

 

The Company accounts for business combinations by estimating the fair value of consideration paid for acquired businesses and assigning that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. If the fair value of assets acquired and liabilities assumed exceeds the fair value of consideration paid, a gain on bargain purchase is recognized. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate future cash flows and discount rates. Such analyses involve significant judgments and estimations.

 

The Company follows the guidance prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, to test goodwill and intangible assets for impairment annually if an event occurs or circumstances change which indicates that its carrying amount may not exceed its fair value.

 

On March 27, 2024, the Company acquired 51% of Al Shola Gas LLC for $10,000,000 and now owns 51% of the Net Assets of Al Shola Gas. The net assets of Al Shola Gas were $2,981,918 on March 31, 2024, of which $1,520,778 (51%) is owned by QIND. The remaining $1,461,140 (49%) of net assets are held by a minority interest or noncontrolling interest. The purchase price of $10,000,000 minus the net assets held by the Company in Al Shola Gas equating to $8,479,222 is part of the Company’s Goodwill. The noncontrolling interest has been presented separately on the accompanying consolidated balance sheet and statement of operations.

 

F-8

 

 

Fair value of financial instruments

 

The carrying value of cash, accounts payable, warrants, accrued expenses, and debt, short term as well as long term, is recorded at fair value. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.

 

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.

 

●

Level 1. Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.

 

●

Level 2. Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments.

 

●

Level 3. Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606).

 

The principal activity of the Company is to engage in general trading, manufacturing and fabrication or steel and steel products and mainly manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and piping. Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.

 

Stock-based compensation

 

The Company recognizes all stock-based compensation using the fair value provisions prescribed by ASC Topic 718, Compensation - Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of grant and are recognized as expense over the vesting period of the share-based instrument, net of estimated forfeitures.

 

In accordance with ASC 718, the Company will generally apply the same guidance to both employee and non-employee share-based awards. However, the Company will also follow specific guidance for share-based awards to non-employees related to the attribution of compensation cost and the inputs to the option-pricing model for expected term. Non-employee share-based payment equity awards are measured at the grant-date fair value of the equity instruments, similar to employee share-based payment equity awards.

 

The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeiture” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expenses for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.

 

F-9

 

 

Earnings (loss) per share

 

The Company reports earnings (loss) per share in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for the calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.

 

Particulars		Three Months Ended June 30, 2024 (unaudited)				Three Months Ended June 30, 2023 (unaudited)				Six Months Ended June 30, 2024 (unaudited)				Six Months Ended June 30, 2023 (unaudited)
Basic and diluted EPS*
Numerator
Net income/(loss)			348,443				(1,666,495	)			555,133				(1,582,221	)
Net Income attributable to common stockholders			107,895				(1,666,495	)			314,585				(1,582,221	)
Denominator
Weighted average shares outstanding			128,547,368				106,573,410				128,547,368				110,222,564
Number of shares used for basic EPS computation			128,547,368				106,573,410				128,547,368				110,222,564
Basic EPS			0.00				(0.01	)			0.00				(0.01	)
Number of shares used for diluted EPS computation*			133,256,691				106,823,410				133,256,691				110,472,564
Diluted EPS			0.00				(0.01	)			0.00				(0.01	)

 

*

Includes 250,000 issued warrants.

 

Income taxes

 

The Company accounts for income tax positions in accordance with Accounting Standards Codification Topic 740-10-50, “Income Taxes” (“ASC Topic 740”). This standard prescribes a recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There was no material impact on the Company’s financial position or results of operations as a result of the application of this standard. Deferred tax assets have not been created the majority of the company’s income belongs to the subsidiary, which is registered in an income tax-free jurisdiction since any losses incurred cannot be utilized in the future, rendering deferred tax assets irrelevant, The profits of a foreign subsidiary corporation are ordinarily not subject to tax in the United States as in accordance with the general Internal Revenue Service rule, foreign subsidiaries are not considered U.S. corporations even if they are wholly owned.

 

Recently issued accounting pronouncements

 

The Company has evaluated all other recent accounting pronouncements and believes that none of them are expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

 

Off-Balance Sheet Arrangements

 

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.

 

F-10

 

 

Lease liabilities 

 

The Company accounts for leases under ASC Topic 842, Leases (Topic 842). Under Topic 842, at the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include, if any, the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. 

 

The variable lease payments that do not depend on an index or a rate are recognized as expenses in the period on which the event or condition that triggers the payment occurs. 

 

In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments, or a change in the assessment to purchase the underlying asset. 

 

The Company’s subsidiary, Al Shola Gas, has entered into commercial vehicles. These leases generally have a lease term of 4 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company also has leases with terms of 12 months or less which the Company has elected to not apply Topic 842 to short-term leases. 

 

The Company has a Lease arrangement for which the liability has been recorded separately. The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement. 

 

The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company determines if an arrangement is or contains a lease at contract inception and recognizes an ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which the payment is made.

 

The Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot determine the interest rate implicit in the lease because it does not have access to certain lessor-specific information. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected not to separate payments for lease components from payments for non-lease components for all classes of leases.

 

When accounting for finance leases in accordance with ASC 842, entity recognizes interest on the lease liability and amortization of the ROU asset in the income statement and classify payments of the principal portion of the lease liability as financing activities and payments of interest on the lease liability as operating activities. 

 

Reclassifications

 

Certain reclassifications have been made to the December 31, 2023, balance sheet to conform to the June 30, 2024, presentation. These reclassifications had no impact on the net loss or loss per share as previously reported.

 

F-11

 

 

NOTE 3. GOING CONCERN

 

The accompanying 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.

 

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined. The Company’s ability to continue as a going 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.

 

QIND has planned future acquisitions, and we intend to disclose these acquisitions, as they happen, in our ongoing 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.

 

NOTE 4. CASH AND CASH EQUIVALENTS

 

For purposes of the statements of cash flows, in accordance with ASC 230-10-20, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. The Company held no cash equivalents as of June 30, 2024, and December 31, 2023. There was $101,243 and $2,423 in cash and cash equivalents as of June 30, 2024, and June 30, 2023, respectively.

 

		June 30, 2024				December 31, 2023
Cash and Cash Equivalents
Cash in hand			78,191				2,389
Cash at bank			23,052				103
Total		$	101,243			$	2,492

 

NOTE 5: RELATED PARTY TRANSACTIONS

 

Related Party Receivables

 

As of June 30, 2024, and December 31, 2023, the Company had amounts due from Ilustrato Pictures International, Inc. (“ILUS”), a majority shareholder of the Company, of $1,866,551 and $333,133, respectively. As of June 30, 2024, $366,396 are related to an intercompany loan agreement executed by and between the Company and ILUS on June 15, 2022. The maximum principal amount to be borrowed by either party from each other under the agreement is $1,000,000. The purpose of the agreement is to provide for working capital to either the Company or ILUS through cash advances on an unsecured basis requested by either party at any time and from time to time in amounts of up to $100,000 and the agreement shall automatically be renewed for successive one-year terms after that unless terminated. The intercompany loan agreement has a term of one year from the date of execution and all cash advances mature and become payable on the termination date. Any unpaid principal accrues simple interest from the date of each cash advance until payment in full at a rate equal to 1% per annum. The remaining $1,500,000 relates to an asset purchase agreement the Company signed on June 21, 2024, with Ilustrato Pictures International Inc. to acquire the long-term investment of $1,500,000 in Quality International. ILUS has agreed to reimburse the Company for the $1,500,000 invested into Quality International that was subsequently canceled and not returned.

 

On May 14, 2024, the Company issued 500,000 fully vested shares of our common stock to John-Paul Backwell pursuant to his employment contract with a grant date as of May 14, 2024, and a fair market value of $36,500 based on the market price of our common stock on the date of grant.

 

Related Party Payables

 

As of June 30, 2024, and December 31, 2023, the Company had amounts due to Samsara Luggage Inc. (“SAML”), a subsidiary under our majority shareholder of the Company, of $30,155 and $0, respectively.

 

F-12

 

 

NOTE 6. NOTES PAYABLE

 

On July 27, 2023, our Company borrowed from Mahavir Investments Limited, the principal amount of $3,000,000 (the “Mahavir Loan”). The Mahavir Loan bore interest at 20% per annum, payable in nine tranches. We had the right to prepay the Mahavir Loan at any time. The loan matured on April 30, 2024. The $3,000,000 was paid to Quality International as a tranche payment of the amended purchase agreement in connection with an investment.

 

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 buyback agreement signed on August 21, 2023. The $2,000,000 was paid to Quality International as a tranche payment of the amended purchase agreement.

 

The loan agreements with Mahavir and Artelliq were unwound with the cancellation of the agreement with Quality International and was not an obligation of the Company as of March 31, 2024, including accrued interest. The liability balances were charged against the investment as part of the cancellation with Quality International on April 1, 2024.

  

The Company acquired a 51% interest in Al Shola Gas on March 27, 2024, with the issuance of $9,000,000 note payable and $1,000,000 in cash. The note payable is due as follows: $9 million in National Exchange listed stock or cash to be paid to Seller. Payment in eight quarterly tranches over 24 months, beginning from the first quarter following uplist to a National Exchange. Stock value is to be protected by a make whole agreement/s and each tranche is subject to a mutually agreed 12-month leak-out agreement. Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.

 

In connection with the ASG Acquisition, we acquired bank debt totaling approximately $907,000. As of June 30, 2024, total borrowings outstanding are $753,230, of which $320,972 is considered current and the remaining $432,258 long-term.

 

NOTE 7. CONVERTIBLE NOTES

 

On August 3, 2022, the Company issued a two-year convertible promissory note in the principal amount of $1,100,000 to RB Capital Partners Inc. The Note bears interest at 7% 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 March 17, 2023, the Company issued a two-year convertible promissory note in the principal amount of $200,000 to RB Capital Partners Inc. The Note bears interest at 7% per annum. The Company has the right to repay 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 May 23, 2023, the Company issued to Jefferson Street Capital LLC a one-year convertible promissory note in the principal amount of $220,000 (the “Jefferson Note”). The Jefferson Note bears interest at 7% per annum. The Company has the right to prepay the Note at any time. All principal on the Jefferson 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 $0.35 per share. During the six months ended June 30, 2024, the lender elected to convert an aggregate of $100,000 of principal into 2,697,315 shares of common stock.

 

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.

 

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. The note has been repaid.

 

F-13

 

 

On June 16, 2023, the Company issued to Sky Holdings Ltd. a six-month convertible promissory note in the principal amount of $550,000. The Note bears interest at 7% per annum. The Company has the right 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 $0.35 per share. On May 16, 2024, the promissory note was amended to have a conversion price equal to $0.0375 per share. During the six months ended June 30, 2024, the lender elected to convert $77,000 of principal and $35,863 of accrued interest into 3,009,680 shares of common stock at a conversion price of $.0375.

 

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. This Convertible Promissory Note (the “Note”) shall bear a minimum of Twenty percent (20%) interest which will be payable within 5 business days from when the company receives the IPO funding, and thereafter Fifteen percent (15%) per annum will be charged. The Note is for 1 year and cannot be converted until (6) months from the date first written above has passed. Fifty Percent (50%) of the value of this note in commitment shares to be issued at a 25% discount to the IPO price. These shares are to be issued upon uplist to the NYSE and must be held for six (6) months. If QIND does not uplist, then Holder will be issued 200% of the value of this note in QIND stock listed on the OTC Markets. Upon payment in full of the principal, this Note shall be surrendered to the Company for cancellation.

 

On January 18, 2024, we issued a convertible promissory note 1800 Diagonal Lending LLC in the principal amount of $174,867 and a one-time interest charge of $22,732. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each of $21,955 (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 before the Conversion Date.

 

On February 6, 2024, we issued a six-month convertible promissory note to Exchange Listing LLC in the principal amount of $35,000. The note is convertible into common stock at the rate of at a discount of thirty-five percent (35%) to the volume weight average trading (“VWAP”) of the Company’s common stock for the five (5) days before any conversion and bears 10% interest per annum. The maturity date shall be the earlier of (i) six (6) months from the Issue Date or upon completion of a listing of the Company on a Senior Exchange.

 

On March 12, 2024, we issued a convertible promissory note to 1800 Diagonal Lending LLC in the principal amount of $118,367 and a one-time interest charge of $15,387. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $14,861.56 commencing April 15, 2024 (a total payback to the Holder of $133,754). 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 May 21, 2024, we issued a one-year convertible promissory note Jefferson Street Capital LLC in the principal amount of $71,500, with equal consecutive payments due monthly beginning on October 21, 2024, that is five (5) months from the Issue Date with the final payment due on February 21, 2025. The note is convertible into common stock at the rate of $0.03 and bears 10% interest per annum. The promissory note required 500,000 commitment shares to be issued. The relative fair value of these commitment shares of $24,179 was recorded as a debt discount and increase to additional paid-in capital. The discount will be amortized into interest expense over the term of the promissory note. As of June 30, 2024, the unamortized discount was approximately $21,000.

 

F-14

 

 

Certain convertible notes include original issuance discounts or other issuance type costs resulting in debt discounts upon execution. These discounts are amortized into interest expense over the term of the convertible note. During the three and six months ended June 30, 2024, amortization related to these discounts totaled $3,807 and $20,916, respectively, which has been reflected within interest expense on the consolidated statements of operations. As of June 30, 2024, total unamortized debt discounts were $43,640 which has been presented net of the convertible notes on the accompanying consolidated balance sheet.

 

A summary of these outstanding convertible notes and accrued interest is summarized below:

 

Debt & Interest Payable

 

Lender		Date of Issue		Maturity Date		Principal Amount				Paid				Converted				Outstanding				Interest
RB Capital Partners Inc.		3 Aug 2022		3 Aug 2022			1,100,000												1,100,000				171,169
RB Capital Partners Inc.		17 Mar 2023		16 Mar 2025			200,000												200,000				18,091
Jefferson		23 May 2023		30 Jun 2024			220,000								100,000				120,000				10,852
Sky Holdings		16 Jun 2023		30 Jun 2024			550,000								77,000				473,000				19,408
RB Capital Partners Inc.		21 Dec 2023		20 Dec 2024			100,000												100,000				5,275
Sean Levi		8 Jan 2024		8 Jan 2025			100,000												100,000				9,560
Exchange Listing LLC		6 Feb 2024		5 Aug 2024			35,000												35,000				1,398
1800 Diagonal Lending		18 Jan 2024		30 Oct 2024			174,867				77,690								97,177				10,250
1800 Diagonal Lending		12 Mar 2024		15 Dec 2024			118,367				39,456								78,911				4,654
Jefferson		21 May 2024		21 Feb 2025			71,500												71,500				786
Less: Interest Paid																							(47,234	)
Total							2,669,734				117,146				177,000				2,375,588				204,209

 

 

Discount on Convertible Notes

 

Lender		Date of Issue		Maturity Date		Discount
1800 Diagonal Lending		18 Jan 2024		30 Oct 2024		$	20,117
1800 Diagonal Lending		12 Mar 2024		15 Dec 2024			13,617
Jefferson		21 May 2024		21 Feb 2025			6,500
Jefferson Capital (JC)		21 May 2024		21 Feb 2025			24,179
Less: Amortized							(20,773	)
Balance as of June 30, 2024						$	43,640

 

F-15

 

 

NOTE 8. STOCKHOLDERS’ EQUITY

 

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.

 

As of June 30, 2024, and December 31, 2023, there were 133,006,691 and 127,129,694 shares of common stock issued and outstanding, respectively.

 

As of June 30, 2024, and December 31, 2023, there were 0 and 0 shares of preferred stock of the Company issued and outstanding, respectively.

 

For the six months ended June 30, 2023:

 

On March 17, 2023, the Company issued to RB Capital Partners Inc. a two-year convertible promissory note in the principal amount of $200,000 (the “March 2023 Note”). The March 2023 Note bears interest at 7% per annum. The Company has the right to prepay the March 2023 Note at any time. All principal on the March 2023 Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to $1.00 per share. 

 

On May 4, 2023, the Company issued to Nicolas Link 2,750,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.

 

On May 4, 2023, the Company issued to John-Paul Backwell 2,250,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.

 

On May 4, 2023, the Company issued to Carsten Kjems Falk 2,250,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.

 

On May 4, 2023, the Company issued to Krishnan Krishnamoorthy 2,250,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.

 

On May 4, 2023, the Company issued to Louise Bennett 500,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to her employee contract.

 

On May 8, 2023, the Company issued to Exchange Listing LLC 1,543,256 shares of our common stock for $1,543 for consultancy services for the planned uplist to NYSE 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.

 

For the six months ended June 30, 2024:

 

On 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.

 

On January 19, 2024, the Company issued 307,692 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.

 

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

 

F-16

 

 

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

 

On May 7, 2024, the Company issued 416,141 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.

 

On April 30, 2024, the Company issued 150,000 fully vested shares of our common stock to Paul Keely for services with a fair market value of $13,125 based on the market price of our stock on the date of grant

 

On May 14, 2024, the Company issued 500,000 fully vested shares of our common stock to John-Paul Backwell, our CEO, pursuant to his employment contract with a fair market value of $36,500 based on the market price of our stock on the date of grant.

 

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

 

On June 5, 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.

 

NOTE 9. OPERATING LEASES

 

As disclosed in Note 10, we acquired 51% of the outstanding shares of ASG on March 27, 2024. In connection with this acquisition, we acquired right-of-use assets of $222,730 and operating lease liabilities of $229,359 associated with lease agreements with a term extending beyond twelve months for vehicles. These acquired operating leases were valued on the date of acquisition using the present value of the lease payments remaining from the date acquired and an estimated incremental borrowing rate of 8%. During the three and six months ended June 30, 2024, we recognized rent expense of $3,367.

 

The following is a summary of future lease payments required under the lease agreements:

 

		DUSTER				X TRAIL				KICKS				URWAN				MICROBUS				SUNNY				ASX				YARIS				Total
Year 2024			2,411				2,851				3,496				8,747				7,358				4,423				2,452				2,008				33,747
Year 2025			4,404				6,055				8,879				18,576				15,627				9,393				5,207				4,265				72,405
Year 2026			4,770				6,558				9,616				20,118				16,924				10,173				2,295				1,120				71,572
Year 2027			1,676				4,074				6,850				8,868				7,460				6,320				0				0				35,247
Total			13,261				19,538				28,839				56,308				47,368				30,308				9,955				7,393				212,971

 

Supplemental Information

Weighted average remaining lease term (in years)	2.76
Weighted average discount rate	8%

  

F-17

 

 

NOTE 10. BUSINESS COMBINATION DISCLOSURE

 

In Accordance with ASC 805-10-50, ASC 805-30-50, and ASC 805-10-25-6

 

On March 27, 2024, QIND entered into a definitive Stock Purchase Agreement with the shareholders of AL SHOLA AL MODEA GAS DISTRIBUTION L.L.C to acquire 51% of the shares, a United Arab Emirates headquartered company (“ASG” or “AL SHOLA GAS”). AL SHOLA GAS is a revenue-generating company in the business of gas system installation and gas supply for commercial and domestic consumers.

 

QIND acquired majority ownership of AL SHOLA GAS, effective as of March 27, 2024, resulting in, AL SHOLA GAS becoming a subsidiary, in a transaction accounted for as a business combination. The Company and its auditors considered all pertinent facts pursuant to ASC 805-10-25-6 that the Share Purchase Agreement signing date is the acquisition date of the company, with the value of $10,000,000 and the payment plan outlined in the agreement. Pursuant to the terms of the Share 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 with the 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 Agreement, ongoing poor performance, or if structural changes are recommended in line with the laws governed by the Agreement which will be decided and approved by the new Board of Directors of the Company.

 

The audited pro forma financial statements of AL SHOLA GAS for the periods ended December 31, 2023, has been filed through 8-K on June 7, 2024. The acquired business contributed revenues of $10,839,209 and earnings of $(2,370,229) in total consisting of $(4,161,797) to parent company QIND and $1,791,568 to the shareholders of AL SHOLA GAS respectively, for the year ended December 31, 2023.

 

In accordance with ASC 805-30-50-1 (b) and ASC 805-20-50-1(c), the following table summarizes the consideration transferred to acquire AL SHOLA GAS and the amounts of identified assets acquired, and liabilities assumed at the acquisition date, as well as the fair value of the noncontrolling interest in AL SHOLA GAS at the acquisition date:

 

The Payment Schedule signed on March 27, 2024, outlines a series of payment requirements as follows:

 

●

Tranche 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 is to be protected by a make whole agreement/s and each tranche is subject to a mutually agreed 12-month leak-out agreement.

 

●

Tranche 2: Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.

 

Consideration paid		June 30, 2024				March 31, 2024
Total			0				0

 

As of June 30, 2024, $10,000,000 payable to the shareholders of AL SHOLA GAS was outstanding.

 

Fair value of Consideration

 

Cash or National Exchange listed stock		$	9,000,000
Cash		$	1,000,000
Total		$	10,000,000

 

F-18

 

 

Goodwill calculation of acquisition

 

Date of Acquisition		USD
Cash and cash equivalents		$	111,767
Trade receivables & Other receivables			2,699,826
Inventories			1,315,937
Deposits, prepayments and advances			551,588
Property, plant, and equipment			102,682
Right of use assets			222,130
Trade and other payables			(885,036	)
Lease liabilities			(229,359	)
Bank borrowings			(907,637	)
Total identifiable net assets		$	2,981,918
Non-Controlling Share (49%)			1,461,140
Parent Share (51%)			1,520,778
Goodwill		$	8,479,222

 

During the quarter ended March 31, 2024, we consolidated this acquired business since January 1, 2024, rather than since the acquisition date of March 27, 2024. The impact on our March 31, 2024, results would have resulted in revenue of $3,086,519 cost of revenues of $1,942,279, net income available of $488,083, and earnings per share of $0.00.

 

NOTE 11. SUBSEQUENT EVENTS

 

In accordance with ASC 855-10-50, the company lists events that are deemed to have a determinable significant effect on the balance sheet at the time of occurrence or on future operations, and without disclosure of it, the financial statements would be misleading.

 

On July 3, 2024, we issued a convertible promissory note 1800 Diagonal Lending LLC in the principal amount of $179,400. A one-time interest charge of thirteen percent with a total of $23,322 was applied on the Issuance Date. The first payment shall be due August 15, 2024, with eight subsequent payments due on the 15th of each month thereafter. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each of $22,524.67 (a total payback to the Holder of $202,722). 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 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.

 

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

 

F-19

 

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements

 

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include but are not limited to changes in economic conditions, incorporating acquisitions, changes in the supply chain for raw materials, effects of Covid and wars, including the Ukraine war, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

 

General 

 

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 Quarterly Report on Form 10-Q.

 

Overview

 

QIND is a Nevada Corporation that is majority-owned by ILUS. ILUS functions as QIND’s parent company, and as such it concentrates on providing strategic management oversight that includes financial, administration, marketing, and human resources support to its operating companies. QIND functions as the Industrial & Manufacturing subsidiary of ILUS.

 

Factors Affecting Our Performance

 

The primary factors affecting our results of operations include but are not limited to:

 

General Macro Economic Conditions

 

Our business 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 product 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.

 

2

 

 

Recent Developments

 

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 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. Al Shola Gas has been consolidated into the financials for the quarter ended March 31, 2024.

 

On 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 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, 2023. The company is in the process of unwinding the remaining part of the transaction consisting of $2M buy-back commitment, with management aiming to recover the investment or parts of it. However, if recovery proves unattainable, the investment may need to be written off.

 

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 will 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. The new extension contains a milestone that both parties have completed their review of the stock purchase agreement and provided their comments before September 15, 2024, and a Fairness Opinion provider has been engaged. Should either of the above milestones not be met by September 15, 2024, then the Non-Solicitation and No-Shop provisions will terminate.

  

Planned Developments

 

In the second half of 2024, the Company will allocate resources to our subsidiary to increase efficiency, drive increased sales and positively impact their financial results. We also plan to invest in new vehicles for our subsidiary Al Shola Gas to increase their Bulk LPG supply. 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.

  

Results of Operation for the Three and Six Months Ended June 30, 2024, and 2023

 

Revenues

 

We earned $3,317,206 in revenue for the three and six months ended June 30, 2024, compared with $0 in revenue for the three and six months ended June 30, 2023. The increase in revenue is a result of revenue from our acquisition of Al Shola Gas in the second quarter of 2024.

 

Operating Expenses 

 

Operating expenses decreased from $825,430 for the three months ended June 30, 2024, compared to $825,608 for the three months ended June 30, 2023. Operating expenses increased from $911,179 for the six months ended June 30, 2023, compared to $900,0675 for the six months ended June 30, 2023.

 

Our operating expenses for the three and six month ended June 30, 2024, were mainly as a result of administrative and operating costs associated with the business activities of our subsidiary Al Shola Gas. Our operating expenses for the three and six month ended June 30, 2023, were mainly the result of issuance of shares to our management.

 

We anticipate that our operating expenses will increase as we undertake our control plan associated with operating business Al Shola Gas. The increase will be attributable to administrative and operating costs associated with our business activities and the professional fees associated with our reporting obligations. 

 

3

 

 

Non-Operating Expenses

 

We had other non-operating expenses of $78,736 for the three months ended June 30, 2024, compared to $746,907 for the three months ended June 30, 2023. Non-operating expenses decreased from $766,430 for the six months ended June 30, 2023, to $165,851 for the six months ended June 30, 2024.

 

Our non-operating expenses for the three and six month ended June 30, 2024, compared to the same periods in 2023, were higher due to stock issued discount and interest of debts but were offset due to issuance of shares for services for the same period last year.

  

Our Interest on Convertible notes for the three and six month ended June 30, 2024, compared to the same periods in 2023 increased. The management plan to pay off some or all of the notes with an intended uplist to NASDAQ.

 

Non-Operating Income

 

We had other non-operating income of $48,000 for the three months ended June 30, 2024, as compared $0 for the same period ended 2023, due to purchase of intangible legacy assets from the previous owner Mr. Refer. We had other non-operating income of $427,554 for the six months ended June 30, 2024, as compared $0 for the same period ended 2023. Our other income for the six months ended June 30, 2024, was a result of reversal of interest payments on the loan agreements with Mahavir and Artelliq in the first quarter which has been unwound with cancellation of the agreement with Quality International.

  

Net Income/Net Loss

 

We incurred Net Income of $348,443 for the three months ended June 30, 2024, compared to a net loss of $1,582,221 for the three months ended June 30, 2023. We incurred Net Income of $555,133 for the six months ended June 30, 2024, compared to a net loss of $1,666,757 for the six months ended June 30, 2023.

 

The increase in Net Profit for the three and six month ended June 30, 2024, is a result of Net Income from our acquisition of Al Shola Gas’ Net Profit in the second quarter and reversal of interest payments on the loan agreements with Mahavir and Artelliq.

 

Liquidity and Capital Resources

 

As of June 30, 2024, we had total current assets of $5,869,672 and total current liabilities of $8,712,219. We had a working capital deficit of $2,842,547 as of June 30, 2024. This compares with a working capital deficit of $6,089,634 as of December 31, 2023.

 

Operating activities provided $(81,993) in cash for the six months ended June 30, 2024, as compared with $(482,406) used in cash for the six months ended June 30, 2023.

 

Investing activities used $108,504 in cash for the three months ended June 30, 2024, as compared with $470,000 used in cash for the six months ended June 30, 2023. We expect our investing cash flow will grow upon uplist to a national exchange as result of investing in long-term assets for the company’s growth.

 

Financing activities used $72,240 in cash for the three months ended June 30, 2024, as compared with $11,693 in cash provided for the same period ended 2023. Our financing cash flow for Q2 2024 was mainly the result of Finance costs, proceeds from the issuance of convertible notes and movement in the shareholder’s current account.

 

Going Concern

 

The 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.

 

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined. The Company’s ability to continue as a going 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.

 

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.

 

4

 

 

Impact of Acquisitions

 

Historically a significant component of our growth has been through the acquisition of businesses 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 other restructuring and improvements initiatives. The benefits of these integration efforts and upcoming planned acquisitions may not positively impact our financial results in the short term but has historically been the case in the medium to long term.

 

Critical Accounting Policies

 

In December 2001, the SEC requested that all registrants list their most “critical accounting policies” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effect of inherently uncertain matters. Our critical accounting policies are disclosed in the Notes of our unaudited financial statements included in this Quarterly Report on Form 10-Q.

 

Goodwill

 

The Company continues to review its goodwill for possible impairment or loss of value at least annually or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value. On March 31, 2024, we performed a goodwill impairment evaluation. We performed a qualitative assessment of factors to determine whether it was necessary to perform the goodwill impairment test. Based on the results of the work performed, the Company has concluded that no impairment loss was warranted on March 31, 2024. Factors including non-renewal of a major contract or other substantial changes in business conditions could have a material adverse effect on the valuation of goodwill in future periods and the resulting charge could be material to the future periods’ results of operations. 

 

Off-Balance Sheet Arrangements

 

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.

 

Recently Issued Accounting Pronouncements

 

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. ASU 2017-04 also clarifies that an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The new standard is effective for fiscal years beginning after December 15, 2019, for both interim and annual reporting periods. The Company is currently assessing the potential impact of the adoption of ASU 2017-04 on its consolidated financial statements.

 

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.

 

5

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

A smaller reporting company is not required to provide the information required by this Item.

  

Item 4. Controls and Procedures

 

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

 

In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

 

As required by SEC Rule 15d-15, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q.

 

Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of the end of the period covered by this report.

 

Changes in Internal Control over Financial Reporting

 

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 quarter ended June 30, 2024, that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

 

6

 

  

Part II: Other Information

 

Item 1 - Legal Proceedings

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers, or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interests.

 

Item 1A. Risk Factors

 

There have been no material changes to the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

None

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

Exhibit Number		Description of Exhibit
4.1*		Convertible Promissory Note, dated February 6, 2024, with Exchange Listing LLC
4.2*		Convertible Promissory Note, dated March 12, 2024, with 1800 Diagonal Lending LLC
4.3*		Convertible Promissory Note, dated May 21, 2024, with Jefferson Street Capital LLC.
4.4*		Amended Convertible Promissory Note, dated May 16, 2024, with Sky Holdings Ltd.
4.5*		Convertible Promissory Note, dated July 3, 2024, with 1800 Diagonal Lending LLC
10.1*		Share Purchase Agreement, dated March 27, 2024, with shareholder of Al Shola Al Modea Distribution LLC.
10.2*		Asset Purchase Agreement, dated April 26, 2024, with Rasmus Refer.
10.3*		Stock Purchase Agreement, dated May 21, 2024, with Jefferson Street Capital LLC.
10.4*		Asset Purchase Agreement, dated June 21, 2024, with Ilustrato Pictures International Inc.
23.1*		Audit review report Al shola Gas, by NBN Auditing of Accounts, dated August 9, 2024
31.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS**		Inline XBRL Instance Document
101.SCH**		Inline XBRL Taxonomy Extension Schema Document
101.CAL**		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**		Inline XBRL Taxonomy Extension Definition Linkbase Document
104**		Cover Page Interactive Data File formatted as Inline XBRL and contained in Exhibit 101

 

*

Filed previously

 

**

Provided herewith

 

7

 

 

SIGNATURES

 

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

 

Quality Industrial Corp.
Date:	September 12, 2024
By:	/s/ John-Paul Backwell
	John-Paul Backwell
Title:	Chief Executive Officer (principal executive)

 

By:	/s/ Krishnan Krishnamoorthy
	Krishnan Krishnamoorthy
Title:	Chief Financial Officer (principal accounting, and financial officer)

 

 

8

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, John-Paul Backwell, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2024, of Quality Industrial Corp.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

 

	Quality Industrial Corp.
Dated: September 12th, 2024	By:	/s/ John-Paul Backwell
		John-Paul Backwell
		Chief Executive Officer (principal executive)

Exhibit 31.2

 

CERTIFICATIONS

 

I, Krishnan Krishnamoorthy, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2024, of Quality Industrial Corp.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c.

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d.

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and;

 

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions);

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls.

 

	Quality Industrial Corp.
Dated: September 12th, 2024	By:	/s/ Krishnan Krishnamoorthy
		Krishnan Krishnamoorthy
		Chief Financial Officer (principal accounting, and financial officer)

 

Exhibit 32.1

 

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report on Form 10-Q/A of Quality Industrial Corp. (the “Company”) for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission (the “Report”), I, John-Paul Backwell and I Krishnan Krishnamoorthy, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

	Quality Industrial Corp.
Dated: September 12th, 2024	By:	/s/ John-Paul Backwell
		John-Paul Backwell
		Chief Executive Officer (principal executive)

 

	Quality Industrial Corp.
Dated: September 12th, 2024	By:	/s/ Krishnan Krishnamoorthy
		Krishnan Krishnamoorthy
		Chief Financial Officer (principal accounting, and financial officer)

 

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

Cover - shares	6 Months Ended
	Jun. 30, 2024	Sep. 12, 2024
Document Information [Line Items]
Document Type	10-Q/A
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	true
Amendment Description	On August 19, 2024, the Company filed its Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Report”) including, but not limited to, the financial statements, related notes, and other information. This Report was not reviewed by the Company’s independent public accounting firm prior to its filing. On August 19, 2024, the Company engaged a new independent registered public accounting firm. The new independent registered public accounting firm has reviewed this Report and therefore the Company is filing this requisite amendment.
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	Quality Industrial Corp.
Entity Central Index Key	0001393781
Entity File Number	000-56239
Entity Tax Identification Number	35-2675388
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	315 Montgomery Street
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94104
Entity Phone Fax Numbers [Line Items]
City Area Code	800
Local Phone Number	706-0806
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		134,775,419

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 101,243	$ 2,492
Inventory	1,104,220
Accounts Receivable	2,112,165
Deposits, Advances & Prepayments	552,044
Other Current Assets	2,000,000	2,000,000
Total Current Assets	5,869,672	2,002,492
Non-Current Assets
Long Term Investments		6,500,000
Property, Plant and Equipment	85,129
Right-of-Use assets	204,182
Goodwill	8,479,222
Total Non-current Assets	10,635,084	6,833,133
Total Assets	16,504,756	8,835,625
Current Liabilities
Accounts Payable	894,307	166,577
Operating Lease Liabilities	69,604
Convertible Notes, net of discount	2,331,919	2,310,109
Notes payable - current	4,932,258	5,379,554
Other Current Liabilities	453,976	235,886
Total Current Liabilities	8,712,219	8,092,126
Non-Current Liabilities
Operating Lease Liabilities - Non-Current Portion	143,367
Notes payable – long-term	5,820,972
Total Long-Term Liabilities	5,964,339	0
Total Liabilities	14,676,558	8,092,126
Stockholders’ Equity
Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding as of as of June 30, 2024, and December 31, 2023, respectively
Common stock; $0.001 par value; 200,000,000 shares authorized; 133,006,691 and 127,129,694 shares issued and outstanding as of June 30, 2024, and December 31, 2023, respectively	133,009	127,132
Additional paid-in capital	17,474,251	17,248,964
Accumulated Deficit	(16,318,012)	(16,632,597)
Noncontrolling interest	538,950
Total stockholders’ Equity	1,828,198	743,499
Total liabilities and stockholders’ Equity	16,504,756	8,835,625
Related Party
Non-Current Assets
Related Party Receivables	1,866,551	333,133
Current Liabilities
Related Party Payable	$ 30,155

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	200,000,000	200,000,000
Common Stock, Shares, Issued	133,006,691	127,129,694
Common Stock, Shares, Outstanding	133,006,691	127,129,694

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 3,317,206		$ 3,317,206
Cost of revenues	2,068,708		2,068,708
Gross profit	1,248,498		1,248,498
Operating expenses
Professional fees	34,178	81,956	82,571	112,360
General and administrative	791,252	753,358	828,608	787,705
Total operating expenses	825,430	835,314	911,179	900,065
Income (loss) from operations	423,068	(835,314)	337,319	(900,065)
Other (income) expenses
Interest expense	78,736	25,715	165,851	45,238
Other Income	(48,000)	721,192	(427,554)	721,192
Total other (income) expense, net	30,736	746,907	(261,703)	766,430
Net Income (Loss) before Provision of Income Tax	392,332	(1,582,221)	599,022	(1,666,495)
Corporate Income Tax	43,889		43,889
Net Income (Loss)	348,443	(1,582,221)	555,133	(1,666,495)
Less: net income attributable to noncontrolling interest	240,548		240,548
Net income (loss) attributable to QIND stockholders	$ 107,895	$ (1,582,221)	$ 314,585	$ (1,666,495)
Weighted average common shares outstanding (in Shares)	127,759,628	110,222,564	128,331,203	106,573,410
Net profit per common share - basic (in Dollars per share)	$ 0	$ (0.01)	$ 0	$ (0.02)

Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net profit per common share - diluted	$ 0.00	$ (0.01)	$ 0.00	$ (0.02)

Consolidated Statements of Stockholders’ Deficit (Unaudited) - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Minority Interest	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 102,886	$ 12,174,975		$ (12,470,800)	$ (192,939)
Balance (in Shares) at Dec. 31, 2022		102,883,709
Common stock issued for cash
Minority Interest
Net income (loss)					(84,274)	(84,274)
Balance at Mar. 31, 2023		$ 102,886	12,174,975		(12,555,074)	(277,213)
Balance (in Shares) at Mar. 31, 2023		102,883,709
Balance at Dec. 31, 2022		$ 102,886	12,174,975		(12,470,800)	(192,939)
Balance (in Shares) at Dec. 31, 2022		102,883,709
Net income (loss)						(1,666,495)
Balance at Jun. 30, 2023		$ 114,579	13,607,017		(14,137,295)	(415,699)
Balance (in Shares) at Jun. 30, 2023		114,576,965
Balance at Mar. 31, 2023		$ 102,886	12,174,975		(12,555,074)	(277,213)
Balance (in Shares) at Mar. 31, 2023		102,883,709
Common stock issued for services		$ 1,693	721,042			722,735
Common stock issued for services (in Shares)		1,693,256
Common stock issued as staff compensation		$ 10,000	711,000			721,000
Common stock issued as staff compensation (in Shares)		10,000,000
Net income (loss)					(1,582,221)	(1,582,221)
Balance at Jun. 30, 2023		$ 114,579	13,607,017		(14,137,295)	(415,699)
Balance (in Shares) at Jun. 30, 2023		114,576,965
Balance at Dec. 31, 2023		$ 127,132	17,248,964		(16,632,597)	743,499
Balance (in Shares) at Dec. 31, 2023		127,129,694
Common stock issued for conversion of notes		$ 897	48,603			49,500
Common stock issued for conversion of notes (in Shares)		896,809
Minority Interest				1,464,816		1,464,816
Net income (loss)				0	206,690	206,690
Balance at Mar. 31, 2024		$ 128,029	17,297,567	1,464,816	(16,425,907)	2,464,505
Balance (in Shares) at Mar. 31, 2024		128,026,503
Balance at Dec. 31, 2023		$ 127,132	17,248,964		(16,632,597)	743,499
Balance (in Shares) at Dec. 31, 2023		127,129,694
Net income (loss)						555,133
Balance at Jun. 30, 2024		$ 133,009	17,474,251	538,950	(16,318,012)	1,828,198
Balance (in Shares) at Jun. 30, 2024		133,006,691
Balance at Mar. 31, 2024		$ 128,029	17,297,567	1,464,816	(16,425,907)	2,464,505
Balance (in Shares) at Mar. 31, 2024		128,026,503
Common stock issued for services		$ 650	48,975			49,625
Common stock issued for services (in Shares)		650,000
Common stock issued as commitment fees		$ 500	23,676			24,176
Common stock issued as commitment fees (in Shares)		500,000
Common stock issued for conversion of notes and accrued interest		$ 4,310	151,533			155,863
Common stock issued for conversion of notes and accrued interest (in Shares)		4,310,186
Cancellation of shares for transfer of assets		$ (480)	(47,520)			(48,000)
Cancellation of shares for transfer of assets (in Shares)		(480,000)
Minority Interest				(1,166,414)		(1,166,414)
Net income (loss)				240,548	107,895	348,443
Balance at Jun. 30, 2024		$ 133,009	$ 17,474,251	$ 538,950	$ (16,318,012)	$ 1,828,198
Balance (in Shares) at Jun. 30, 2024		133,006,691

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net income (loss)	$ 555,133	$ (1,666,495)
Adjustment to reconcile net income (loss) to net cash used in operating activities
Depreciation expense	17,553
Noncash lease expense	17,948
Amortization of debt discount	24,722
Issuance of common stock for services	49,625	1,432,042
Gain on noncash sale of assets	(48,000)
Gain on accrued interest forgiven	(379,554)
Change in noncontrolling interest	(1,162,738)
Changes in Assets and Liabilities, net
Accounts receivable	587,661	(347,342)
Inventory, net	211,717
Deposits	(456)
Accounts payable and accrued expenses	(157,306)
Other current liabilities	218,090	99,389
Operating lease liabilities	(16,388)
Net cash provided by operating activities	(81,993)	(482,406)
Cash flows from investing activities
Cash acquired in business combination	111,767
Advance to Parent	3,263
Net change in non-current assets and liabilities		470,000
Net cash provided by investing activities	108,504	470,000
Cash flows from financing activities
Repayments of notes payable	(154,407)	11,693
Proceeds from convertible notes payable	459,520
Repayments on convertible notes payable	(232,873)
Net cash generated from financing activities	72,240	11,693
Net increase/(decrease) in cash	98,751	(713)
Cash at the beginning of the period	2,492	3,136
Cash at end of the period	101,243	2,423
Supplemental cash flow information
Income taxes paid
Interest expense paid	97,520
Noncash Investing and Financing Activities:
Acquired assets and assumed liabilities with note payable	10,000,000
Cancellation of debt and investment	5,000,000
Issuance of related party receivable for investment cancellation	1,500,000
Debt converted to shares of common stock	205,363
Issuance of commitment fee shares and debt discounts	$ 24,176

Our History	6 Months Ended
	Jun. 30, 2024
Our History [Abstract]
OUR HISTORY	NOTE 1: OUR HISTORY   The Company was incorporated in 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.   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.   On April 11, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WikiSoft Acquisition Corp., a Delaware corporation which was then the Company’s wholly owned subsidiary (“Merger Sub”) and WikiSoft Corp., a privately held Delaware corporation (“WikiSoft DE”). 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.   On March 19, 2020, the Company entered into an Agreement and Plan of Merger (the “Short Form Merger Agreement”) with WikiSoft DE, pursuant to which it was agreed that the Company would merge with and into WikiSoft DE, with the Company surviving. Thereafter, on March 25, 2020, WikiSoft DE merged with and into the Company, with the Company (i.e., WikiSoft Corp. - the NV corporation) surviving pursuant to a Certificate of Ownership and Merger filed in with Delaware Secretary of State, whereby the then wholly owned subsidiary (WikiSoft DE) merged with and into the Company, with the Company surviving. On March 25, 2020, the Company filed Articles of Conversion in Nevada, whereby the then subsidiary (WikiSoft DE) merged with and into the Company, with the Company surviving. Prior to the Merger, the Company did not have any business operations, and at the closing of the Merger, the Company’s business was as described in detail below.   Wikisoft 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.   We changed ownership on May 28, 2022, when ILUS at the time, acquired 77.4% of the outstanding shares in our Company. Consequently, ILUS is now able to unilaterally control the election of our board of directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. Also, during the year, Mr. Nicolas Link, beneficial owner of ILUS, was appointed as our Executive Chairman of the Board, Mr. John-Paul Backwell was appointed as our Chief Executive Officer and Mr. Carsten Falk resigned as our Chief Executive Officer and was appointed as our Chief Commercial Officer.   In line with the change in control and business direction, 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.”   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 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.   On March 9, 2023, we changed the SIC code of the Company to SIC 3590 - Misc. Industrial & Commercial Machinery and Equipment to reflect the new business direction.   On March 27, 2024, the Company signed a definitive Share Purchase Agreement with Al Shola Gas LLC (“ASG” or the “ASG Acquisition”). ASG is an Engineering and Distribution Company in the LPG Industry in the U.A.E. and was established in 1980. The company are one of the leading suppliers & contractors of LPG centralized pipeline systems. Al Sholas gas LLC has been consolidated since acquired on March 27, 2024.   On 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, 2023. Quality International Co Ltd FZC is no longer consolidated with our financial statements.

Summary of Significant Policies	6 Months Ended
	Jun. 30, 2024
Summary of Significant Policies [Abstract]
SUMMARY OF SIGNIFICANT POLICIES	NOTE 2. SUMMARY OF SIGNIFICANT POLICIES   Basis of Presentation and Principles of consolidation   The accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of QIND, and all of its majority-owned and controlled subsidiary are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). The accounts of ASG have been included since acquired on March 27, 2024. All significant inter-company accounts and transactions have been eliminated.   The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. It is management’s opinion that the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Annual Report on Form 10-K of Quality Industrial Corp. as of and for the year ended December 31, 2023, filed with the SEC on April 8, 2024. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year or for future periods.   Use of estimates   A critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company’s financial condition or results of operations.   The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.   Significant estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition of contract-based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.   Accounts receivable   Accounts receivables are recorded at the invoice amount less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before recording the appropriate provision.   The duration of such receivables extends from 30 days to beyond 90 days. Payments are received only when a project is completed, and approvals are obtained. Provisions are created based on the estimated irrecoverable amounts determined by referring to past default experience and future economic and market conditions.   Inventories   In accordance with ASC 330, the Company states inventories at the lower of cost or net realizable value. Cost, which includes material, labor and overhead, is determined on a first-in, first-out basis. The Company makes adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete, zero usage or impaired balances. Factors influencing these adjustments include changes in market demand, product life cycle and engineering changes.   Property, Plant & Equipment   Property, Plant and Equipment are recorded at cost, except when acquired in a business combination where property, plant and equipment are recorded at fair value. Depreciation of property, plant and equipment is recognized over the estimated useful lives of the respective assets using the straight-line method. The estimated useful lives are as follows:   Property, Plant and Equipment   Years Machinery   5 – 15 Vehicles   5 – 10 Furniture, Fixtures & Office Equipment   3 – 5   Expenditures that extend the useful life of existing property, plant and equipment are capitalized and depreciated over the remaining useful life of the related asset. Expenditures for repairs and maintenance are expensed as incurred. When property, plant and equipment are retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss reflected in operations.   Depreciation expense for the three months ended June 30, 2024, and 2023 was $37,555 and $0, respectively. Depreciation expense for the six months ended June 30, 2024, and 2023 was $37,555 and $0, respectively.   Deposits   Advances have been paid to the suppliers and subcontractors in the ordinary course of business for the procurement of specialized material and equipment required in the process of designing, engineering and installing Central Gas distribution and monitoring systems. The Company is engaged in the design, engineering, supply and monitoring of Central Gas systems supplying and installing equipment such as pressure regulators, pipelines, safety equipment, tapping points, metering units, valves and storage tanks. To undertake these projects, the Company is required to make upfront investments in materials and machinery. These projects involve many processes and take substantial time to complete. We estimate that the deposit will be utilized in the next 12 months, however, some will only be returned upon cancellation such as office lease deposit, internet and utilities.   End-of-service benefits   Employee end-of-service benefits in our subsidiary Al Shola Gas amounting to $129,412 as of June 30, 2024, are provided to employees, in the UAE when they leave a job. Eligibility begins after one year of continuous service and varies based on contract type and length of service. These liabilities are included in other current liabilities on the accompanying consolidated balance sheet.   Employee end of service benefits Al Shola Gas   June 30, 2024 (unaudited)   Balance at Beginning     154,261   Add: charge for the period     82,764   Less: Settlement for the period     (107,613 ) Balance at the end of the period     129,412     Goodwill   Goodwill represents the cost of acquired companies in excess of the fair value of the net assets at the acquisition date and is subject to annual impairment. Goodwill is the excess of the purchase price paid for an acquired entity and the amount of the price not assigned to acquired assets and liabilities. It arises when an acquirer pays a high price to acquire a business. This asset only arises from an acquisition, and it cannot be generated internally. Goodwill is an intangible asset, and so is listed within the long-term assets section of the acquirers’ balance sheet.   The Company accounts for business combinations by estimating the fair value of consideration paid for acquired businesses and assigning that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. If the fair value of assets acquired and liabilities assumed exceeds the fair value of consideration paid, a gain on bargain purchase is recognized. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate future cash flows and discount rates. Such analyses involve significant judgments and estimations.   The Company follows the guidance prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, to test goodwill and intangible assets for impairment annually if an event occurs or circumstances change which indicates that its carrying amount may not exceed its fair value.   On March 27, 2024, the Company acquired 51% of Al Shola Gas LLC for $10,000,000 and now owns 51% of the Net Assets of Al Shola Gas. The net assets of Al Shola Gas were $2,981,918 on March 31, 2024, of which $1,520,778 (51%) is owned by QIND. The remaining $1,461,140 (49%) of net assets are held by a minority interest or noncontrolling interest. The purchase price of $10,000,000 minus the net assets held by the Company in Al Shola Gas equating to $8,479,222 is part of the Company’s Goodwill. The noncontrolling interest has been presented separately on the accompanying consolidated balance sheet and statement of operations.   Fair value of financial instruments   The carrying value of cash, accounts payable, warrants, accrued expenses, and debt, short term as well as long term, is recorded at fair value. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments.   Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable.   ● Level 1. Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets.   ● Level 2. Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments.   ● Level 3. Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.   Revenue Recognition   The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606).   The principal activity of the Company is to engage in general trading, manufacturing and fabrication or steel and steel products and mainly manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and piping. Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.   Stock-based compensation   The Company recognizes all stock-based compensation using the fair value provisions prescribed by ASC Topic 718, Compensation - Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of grant and are recognized as expense over the vesting period of the share-based instrument, net of estimated forfeitures.   In accordance with ASC 718, the Company will generally apply the same guidance to both employee and non-employee share-based awards. However, the Company will also follow specific guidance for share-based awards to non-employees related to the attribution of compensation cost and the inputs to the option-pricing model for expected term. Non-employee share-based payment equity awards are measured at the grant-date fair value of the equity instruments, similar to employee share-based payment equity awards.   The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeiture” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expenses for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.   Earnings (loss) per share   The Company reports earnings (loss) per share in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for the calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive.   Particulars   Three Months Ended June 30, 2024 (unaudited)     Three Months Ended June 30, 2023 (unaudited)     Six Months Ended June 30, 2024 (unaudited)     Six Months Ended June 30, 2023 (unaudited)   Basic and diluted EPS*                         Numerator                         Net income/(loss)     348,443       (1,666,495 )     555,133       (1,582,221 ) Net Income attributable to common stockholders     107,895       (1,666,495 )     314,585       (1,582,221 ) Denominator                                 Weighted average shares outstanding     128,547,368       106,573,410       128,547,368       110,222,564   Number of shares used for basic EPS computation     128,547,368       106,573,410       128,547,368       110,222,564   Basic EPS     0.00       (0.01 )     0.00       (0.01 ) Number of shares used for diluted EPS computation*     133,256,691       106,823,410       133,256,691       110,472,564   Diluted EPS     0.00       (0.01 )     0.00       (0.01 )   * Includes 250,000 issued warrants.   Income taxes   The Company accounts for income tax positions in accordance with Accounting Standards Codification Topic 740-10-50, “Income Taxes” (“ASC Topic 740”). This standard prescribes a recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There was no material impact on the Company’s financial position or results of operations as a result of the application of this standard. Deferred tax assets have not been created the majority of the company’s income belongs to the subsidiary, which is registered in an income tax-free jurisdiction since any losses incurred cannot be utilized in the future, rendering deferred tax assets irrelevant, The profits of a foreign subsidiary corporation are ordinarily not subject to tax in the United States as in accordance with the general Internal Revenue Service rule, foreign subsidiaries are not considered U.S. corporations even if they are wholly owned.   Recently issued accounting pronouncements   The Company has evaluated all other recent accounting pronouncements and believes that none of them are expected to have a material effect on the Company’s financial position, results of operations, or cash flows.   Off-Balance Sheet Arrangements   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.   Lease liabilities    The Company accounts for leases under ASC Topic 842, Leases (Topic 842). Under Topic 842, at the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include, if any, the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate.    The variable lease payments that do not depend on an index or a rate are recognized as expenses in the period on which the event or condition that triggers the payment occurs.    In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments, or a change in the assessment to purchase the underlying asset.    The Company’s subsidiary, Al Shola Gas, has entered into commercial vehicles. These leases generally have a lease term of 4 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company also has leases with terms of 12 months or less which the Company has elected to not apply Topic 842 to short-term leases.    The Company has a Lease arrangement for which the liability has been recorded separately. The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement.    The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company determines if an arrangement is or contains a lease at contract inception and recognizes an ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which the payment is made.   The Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot determine the interest rate implicit in the lease because it does not have access to certain lessor-specific information. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected not to separate payments for lease components from payments for non-lease components for all classes of leases.   When accounting for finance leases in accordance with ASC 842, entity recognizes interest on the lease liability and amortization of the ROU asset in the income statement and classify payments of the principal portion of the lease liability as financing activities and payments of interest on the lease liability as operating activities.    Reclassifications   Certain reclassifications have been made to the December 31, 2023, balance sheet to conform to the June 30, 2024, presentation. These reclassifications had no impact on the net loss or loss per share as previously reported.

Going Concern	6 Months Ended
	Jun. 30, 2024
Going Concern [Abstract]
GOING CONCERN	NOTE 3. GOING CONCERN   The accompanying 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.   Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated financial statements are issued and determined. The Company’s ability to continue as a going 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.   QIND has planned future acquisitions, and we intend to disclose these acquisitions, as they happen, in our ongoing 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.

Cash and Cash Equivalents	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
CASH AND CASH EQUIVALENTS	NOTE 4. CASH AND CASH EQUIVALENTS   For purposes of the statements of cash flows, in accordance with ASC 230-10-20, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. The Company held no cash equivalents as of June 30, 2024, and December 31, 2023. There was $101,243 and $2,423 in cash and cash equivalents as of June 30, 2024, and June 30, 2023, respectively.       June 30, 2024     December 31, 2023                 Cash and Cash Equivalents             Cash in hand     78,191       2,389   Cash at bank     23,052       103   Total   $ 101,243     $ 2,492

Related Party Transactions	6 Months Ended
	Jun. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 5: RELATED PARTY TRANSACTIONS   Related Party Receivables   As of June 30, 2024, and December 31, 2023, the Company had amounts due from Ilustrato Pictures International, Inc. (“ILUS”), a majority shareholder of the Company, of $1,866,551 and $333,133, respectively. As of June 30, 2024, $366,396 are related to an intercompany loan agreement executed by and between the Company and ILUS on June 15, 2022. The maximum principal amount to be borrowed by either party from each other under the agreement is $1,000,000. The purpose of the agreement is to provide for working capital to either the Company or ILUS through cash advances on an unsecured basis requested by either party at any time and from time to time in amounts of up to $100,000 and the agreement shall automatically be renewed for successive one-year terms after that unless terminated. The intercompany loan agreement has a term of one year from the date of execution and all cash advances mature and become payable on the termination date. Any unpaid principal accrues simple interest from the date of each cash advance until payment in full at a rate equal to 1% per annum. The remaining $1,500,000 relates to an asset purchase agreement the Company signed on June 21, 2024, with Ilustrato Pictures International Inc. to acquire the long-term investment of $1,500,000 in Quality International. ILUS has agreed to reimburse the Company for the $1,500,000 invested into Quality International that was subsequently canceled and not returned.   On May 14, 2024, the Company issued 500,000 fully vested shares of our common stock to John-Paul Backwell pursuant to his employment contract with a grant date as of May 14, 2024, and a fair market value of $36,500 based on the market price of our common stock on the date of grant.   Related Party Payables   As of June 30, 2024, and December 31, 2023, the Company had amounts due to Samsara Luggage Inc. (“SAML”), a subsidiary under our majority shareholder of the Company, of $30,155 and $0, respectively.

Notes Payable	6 Months Ended
	Jun. 30, 2024
Notes Payable [Abstract]
NOTES PAYABLE	NOTE 6. NOTES PAYABLE   On July 27, 2023, our Company borrowed from Mahavir Investments Limited, the principal amount of $3,000,000 (the “Mahavir Loan”). The Mahavir Loan bore interest at 20% per annum, payable in nine tranches. We had the right to prepay the Mahavir Loan at any time. The loan matured on April 30, 2024. The $3,000,000 was paid to Quality International as a tranche payment of the amended purchase agreement in connection with an investment.   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 buyback agreement signed on August 21, 2023. The $2,000,000 was paid to Quality International as a tranche payment of the amended purchase agreement.   The loan agreements with Mahavir and Artelliq were unwound with the cancellation of the agreement with Quality International and was not an obligation of the Company as of March 31, 2024, including accrued interest. The liability balances were charged against the investment as part of the cancellation with Quality International on April 1, 2024.    The Company acquired a 51% interest in Al Shola Gas on March 27, 2024, with the issuance of $9,000,000 note payable and $1,000,000 in cash. The note payable is due as follows: $9 million in National Exchange listed stock or cash to be paid to Seller. Payment in eight quarterly tranches over 24 months, beginning from the first quarter following uplist to a National Exchange. Stock value is to be protected by a make whole agreement/s and each tranche is subject to a mutually agreed 12-month leak-out agreement. Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.   In connection with the ASG Acquisition, we acquired bank debt totaling approximately $907,000. As of June 30, 2024, total borrowings outstanding are $753,230, of which $320,972 is considered current and the remaining $432,258 long-term.

Convertible Notes	6 Months Ended
	Jun. 30, 2024
Convertible Notes [Abstract]
CONVERTIBLE NOTES	NOTE 7. CONVERTIBLE NOTES   On August 3, 2022, the Company issued a two-year convertible promissory note in the principal amount of $1,100,000 to RB Capital Partners Inc. The Note bears interest at 7% 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 March 17, 2023, the Company issued a two-year convertible promissory note in the principal amount of $200,000 to RB Capital Partners Inc. The Note bears interest at 7% per annum. The Company has the right to repay 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 May 23, 2023, the Company issued to Jefferson Street Capital LLC a one-year convertible promissory note in the principal amount of $220,000 (the “Jefferson Note”). The Jefferson Note bears interest at 7% per annum. The Company has the right to prepay the Note at any time. All principal on the Jefferson 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 $0.35 per share. During the six months ended June 30, 2024, the lender elected to convert an aggregate of $100,000 of principal into 2,697,315 shares of common stock.   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.   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. The note has been repaid.   On June 16, 2023, the Company issued to Sky Holdings Ltd. a six-month convertible promissory note in the principal amount of $550,000. The Note bears interest at 7% per annum. The Company has the right 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 $0.35 per share. On May 16, 2024, the promissory note was amended to have a conversion price equal to $0.0375 per share. During the six months ended June 30, 2024, the lender elected to convert $77,000 of principal and $35,863 of accrued interest into 3,009,680 shares of common stock at a conversion price of $.0375.   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. This Convertible Promissory Note (the “Note”) shall bear a minimum of Twenty percent (20%) interest which will be payable within 5 business days from when the company receives the IPO funding, and thereafter Fifteen percent (15%) per annum will be charged. The Note is for 1 year and cannot be converted until (6) months from the date first written above has passed. Fifty Percent (50%) of the value of this note in commitment shares to be issued at a 25% discount to the IPO price. These shares are to be issued upon uplist to the NYSE and must be held for six (6) months. If QIND does not uplist, then Holder will be issued 200% of the value of this note in QIND stock listed on the OTC Markets. Upon payment in full of the principal, this Note shall be surrendered to the Company for cancellation.   On January 18, 2024, we issued a convertible promissory note 1800 Diagonal Lending LLC in the principal amount of $174,867 and a one-time interest charge of $22,732. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each of $21,955 (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 before the Conversion Date.   On February 6, 2024, we issued a six-month convertible promissory note to Exchange Listing LLC in the principal amount of $35,000. The note is convertible into common stock at the rate of at a discount of thirty-five percent (35%) to the volume weight average trading (“VWAP”) of the Company’s common stock for the five (5) days before any conversion and bears 10% interest per annum. The maturity date shall be the earlier of (i) six (6) months from the Issue Date or upon completion of a listing of the Company on a Senior Exchange.   On March 12, 2024, we issued a convertible promissory note to 1800 Diagonal Lending LLC in the principal amount of $118,367 and a one-time interest charge of $15,387. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $14,861.56 commencing April 15, 2024 (a total payback to the Holder of $133,754). 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 May 21, 2024, we issued a one-year convertible promissory note Jefferson Street Capital LLC in the principal amount of $71,500, with equal consecutive payments due monthly beginning on October 21, 2024, that is five (5) months from the Issue Date with the final payment due on February 21, 2025. The note is convertible into common stock at the rate of $0.03 and bears 10% interest per annum. The promissory note required 500,000 commitment shares to be issued. The relative fair value of these commitment shares of $24,179 was recorded as a debt discount and increase to additional paid-in capital. The discount will be amortized into interest expense over the term of the promissory note. As of June 30, 2024, the unamortized discount was approximately $21,000.   Certain convertible notes include original issuance discounts or other issuance type costs resulting in debt discounts upon execution. These discounts are amortized into interest expense over the term of the convertible note. During the three and six months ended June 30, 2024, amortization related to these discounts totaled $3,807 and $20,916, respectively, which has been reflected within interest expense on the consolidated statements of operations. As of June 30, 2024, total unamortized debt discounts were $43,640 which has been presented net of the convertible notes on the accompanying consolidated balance sheet.   A summary of these outstanding convertible notes and accrued interest is summarized below:   Debt & Interest Payable   Lender   Date of Issue   Maturity Date   Principal Amount     Paid     Converted     Outstanding     Interest                                           RB Capital Partners Inc.   3 Aug 2022   3 Aug 2022     1,100,000                       1,100,000       171,169   RB Capital Partners Inc.   17 Mar 2023   16 Mar 2025     200,000                       200,000       18,091   Jefferson   23 May 2023   30 Jun 2024     220,000               100,000       120,000       10,852   Sky Holdings   16 Jun 2023   30 Jun 2024     550,000               77,000       473,000       19,408   RB Capital Partners Inc.   21 Dec 2023   20 Dec 2024     100,000                       100,000       5,275   Sean Levi   8 Jan 2024   8 Jan 2025     100,000                       100,000       9,560   Exchange Listing LLC   6 Feb 2024   5 Aug 2024     35,000                       35,000       1,398   1800 Diagonal Lending   18 Jan 2024   30 Oct 2024     174,867       77,690               97,177       10,250   1800 Diagonal Lending   12 Mar 2024   15 Dec 2024     118,367       39,456               78,911       4,654   Jefferson   21 May 2024   21 Feb 2025     71,500                       71,500       786                                                     Less: Interest Paid                                             (47,234 ) Total             2,669,734       117,146       177,000       2,375,588       204,209       Discount on Convertible Notes   Lender   Date of Issue   Maturity Date   Discount                   1800 Diagonal Lending   18 Jan 2024   30 Oct 2024   $ 20,117   1800 Diagonal Lending   12 Mar 2024   15 Dec 2024     13,617   Jefferson   21 May 2024   21 Feb 2025     6,500   Jefferson Capital (JC)   21 May 2024   21 Feb 2025     24,179                     Less: Amortized             (20,773 )                   Balance as of June 30, 2024           $ 43,640

Stockholders’ Equity	6 Months Ended
	Jun. 30, 2024
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 8. STOCKHOLDERS’ EQUITY   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.   As of June 30, 2024, and December 31, 2023, there were 133,006,691 and 127,129,694 shares of common stock issued and outstanding, respectively.   As of June 30, 2024, and December 31, 2023, there were 0 and 0 shares of preferred stock of the Company issued and outstanding, respectively.   For the six months ended June 30, 2023:   On March 17, 2023, the Company issued to RB Capital Partners Inc. a two-year convertible promissory note in the principal amount of $200,000 (the “March 2023 Note”). The March 2023 Note bears interest at 7% per annum. The Company has the right to prepay the March 2023 Note at any time. All principal on the March 2023 Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to $1.00 per share.    On May 4, 2023, the Company issued to Nicolas Link 2,750,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.   On May 4, 2023, the Company issued to John-Paul Backwell 2,250,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.   On May 4, 2023, the Company issued to Carsten Kjems Falk 2,250,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.   On May 4, 2023, the Company issued to Krishnan Krishnamoorthy 2,250,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to his employee contract.   On May 4, 2023, the Company issued to Louise Bennett 500,000 shares of our common stock with a grant date and fair market value of the award as of June 1, 2022, at $0.0721 pursuant to her employee contract.   On May 8, 2023, the Company issued to Exchange Listing LLC 1,543,256 shares of our common stock for $1,543 for consultancy services for the planned uplist to NYSE 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.   For the six months ended June 30, 2024:   On 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.   On January 19, 2024, the Company issued 307,692 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.   On February 15, 2024, the Company issued 307,692 shares of our common stock for the conversion of $15,000 of principal and $1,500 of conversion fees to Jefferson Street Capital LLC, pursuant to a convertible note signed on May 23, 2023.   On April 26, 2024, we entered into an asset purchase agreement with Mr. Refer, the previous owner of the legacy business. Mr. Refer bought the intangible legacy assets of Wikisoft for a total consideration of 480,000 common stocks to Quality Industrial Corp. (“QIND”) with a fair market value of $0.10 per common stock or $48,000. The shares were returned to the treasury. The legacy assets had no book value; therefore, we have recognized a gain of $48,000 related to this asset purchase.   On May 7, 2024, the Company issued 416,141 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.   On April 30, 2024, the Company issued 150,000 fully vested shares of our common stock to Paul Keely for services with a fair market value of $13,125 based on the market price of our stock on the date of grant   On May 14, 2024, the Company issued 500,000 fully vested shares of our common stock to John-Paul Backwell, our CEO, pursuant to his employment contract with a fair market value of $36,500 based on the market price of our stock on the date of grant.   On June 3, 2024, the Company issued 500,000 commitment shares of our common stock to Jefferson Street Capital, pursuant to a convertible note signed on May 21, 2024, with a relative fair value of $24,179   On June 5, 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.

Operating Leases	6 Months Ended
	Jun. 30, 2024
Operating Leases [Abstract]
Operating Leases	NOTE 9. OPERATING LEASES   As disclosed in Note 10, we acquired 51% of the outstanding shares of ASG on March 27, 2024. In connection with this acquisition, we acquired right-of-use assets of $222,730 and operating lease liabilities of $229,359 associated with lease agreements with a term extending beyond twelve months for vehicles. These acquired operating leases were valued on the date of acquisition using the present value of the lease payments remaining from the date acquired and an estimated incremental borrowing rate of 8%. During the three and six months ended June 30, 2024, we recognized rent expense of $3,367.   The following is a summary of future lease payments required under the lease agreements:       DUSTER     X TRAIL     KICKS     URWAN     MICROBUS     SUNNY     ASX     YARIS     Total   Year 2024     2,411       2,851       3,496       8,747       7,358       4,423       2,452       2,008       33,747   Year 2025     4,404       6,055       8,879       18,576       15,627       9,393       5,207       4,265       72,405   Year 2026     4,770       6,558       9,616       20,118       16,924       10,173       2,295       1,120       71,572   Year 2027     1,676       4,074       6,850       8,868       7,460       6,320       0       0       35,247   Total     13,261       19,538       28,839       56,308       47,368       30,308       9,955       7,393       212,971     Supplemental Information Weighted average remaining lease term (in years) 2.76 Weighted average discount rate 8%

Business Combination Disclosure	6 Months Ended
	Jun. 30, 2024
Business Combination Disclosure [Abstract]
BUSINESS COMBINATION DISCLOSURE	NOTE 10. BUSINESS COMBINATION DISCLOSURE   In Accordance with ASC 805-10-50, ASC 805-30-50, and ASC 805-10-25-6   On March 27, 2024, QIND entered into a definitive Stock Purchase Agreement with the shareholders of AL SHOLA AL MODEA GAS DISTRIBUTION L.L.C to acquire 51% of the shares, a United Arab Emirates headquartered company (“ASG” or “AL SHOLA GAS”). AL SHOLA GAS is a revenue-generating company in the business of gas system installation and gas supply for commercial and domestic consumers.   QIND acquired majority ownership of AL SHOLA GAS, effective as of March 27, 2024, resulting in, AL SHOLA GAS becoming a subsidiary, in a transaction accounted for as a business combination. The Company and its auditors considered all pertinent facts pursuant to ASC 805-10-25-6 that the Share Purchase Agreement signing date is the acquisition date of the company, with the value of $10,000,000 and the payment plan outlined in the agreement. Pursuant to the terms of the Share 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 with the 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 Agreement, ongoing poor performance, or if structural changes are recommended in line with the laws governed by the Agreement which will be decided and approved by the new Board of Directors of the Company.   The audited pro forma financial statements of AL SHOLA GAS for the periods ended December 31, 2023, has been filed through 8-K on June 7, 2024. The acquired business contributed revenues of $10,839,209 and earnings of $(2,370,229) in total consisting of $(4,161,797) to parent company QIND and $1,791,568 to the shareholders of AL SHOLA GAS respectively, for the year ended December 31, 2023.   In accordance with ASC 805-30-50-1 (b) and ASC 805-20-50-1(c), the following table summarizes the consideration transferred to acquire AL SHOLA GAS and the amounts of identified assets acquired, and liabilities assumed at the acquisition date, as well as the fair value of the noncontrolling interest in AL SHOLA GAS at the acquisition date:   The Payment Schedule signed on March 27, 2024, outlines a series of payment requirements as follows:   ● Tranche 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 is to be protected by a make whole agreement/s and each tranche is subject to a mutually agreed 12-month leak-out agreement.   ● Tranche 2: Within 12 months of closing and at the soonest possible time, $1 million cash payment to the Seller.   Consideration paid   June 30, 2024     March 31, 2024   Total        0          0     As of June 30, 2024, $10,000,000 payable to the shareholders of AL SHOLA GAS was outstanding.   Fair value of Consideration   Cash or National Exchange listed stock   $ 9,000,000   Cash   $ 1,000,000   Total   $ 10,000,000     Goodwill calculation of acquisition   Date of Acquisition   USD   Cash and cash equivalents   $ 111,767   Trade receivables & Other receivables     2,699,826   Inventories     1,315,937   Deposits, prepayments and advances     551,588   Property, plant, and equipment     102,682   Right of use assets     222,130   Trade and other payables     (885,036 ) Lease liabilities     (229,359 ) Bank borrowings     (907,637 ) Total identifiable net assets   $ 2,981,918   Non-Controlling Share (49%)     1,461,140   Parent Share (51%)     1,520,778   Goodwill   $ 8,479,222     During the quarter ended March 31, 2024, we consolidated this acquired business since January 1, 2024, rather than since the acquisition date of March 27, 2024. The impact on our March 31, 2024, results would have resulted in revenue of $3,086,519 cost of revenues of $1,942,279, net income available of $488,083, and earnings per share of $0.00.

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11. SUBSEQUENT EVENTS   In accordance with ASC 855-10-50, the company lists events that are deemed to have a determinable significant effect on the balance sheet at the time of occurrence or on future operations, and without disclosure of it, the financial statements would be misleading.   On July 3, 2024, we issued a convertible promissory note 1800 Diagonal Lending LLC in the principal amount of $179,400. A one-time interest charge of thirteen percent with a total of $23,322 was applied on the Issuance Date. The first payment shall be due August 15, 2024, with eight subsequent payments due on the 15th of each month thereafter. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each of $22,524.67 (a total payback to the Holder of $202,722). 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 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.   On August 9, 2024, the Company issued 884,365 shares of our common stock to Jefferson Street Capital LLC for the conversion of $25,000 of principal and $1,500 of conversion fees, pursuant to a convertible note signed on May 20, 2024.

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 107,895	$ (1,582,221)	$ 314,585	$ (1,666,495)

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Policies [Abstract]
Basis of Presentation and Principles of consolidation	Basis of Presentation and Principles of consolidation The accompanying consolidated financial statements represent the results of operations, financial position, and cash flows of QIND, and all of its majority-owned and controlled subsidiary are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). The accounts of ASG have been included since acquired on March 27, 2024. All significant inter-company accounts and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for interim financial information. It is management’s opinion that the accompanying unaudited condensed consolidated financial statements are prepared in accordance with instructions for Form 10-Q and include all adjustments (consisting only of normal recurring accruals) which are necessary for a fair presentation of the results for the periods presented. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the Annual Report on Form 10-K of Quality Industrial Corp. as of and for the year ended December 31, 2023, filed with the SEC on April 8, 2024. The results of operations for the six months ended June 30, 2024, are not necessarily indicative of the results to be expected for the full year or for future periods.
Use of estimates	Use of estimates A critical accounting estimate is an estimate that: (i) is made in accordance with generally accepted accounting principles, (ii) involves a significant level of estimation uncertainty and (iii) has had or is reasonably likely to have a material impact on the Company’s financial condition or results of operations. The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and judgments that affect reported amounts and related disclosures. On an ongoing basis, management evaluates and updates its estimates. Management employs judgment in making its estimates but they are based on historical experience and currently available information and various other assumptions that the Company believes to be reasonable under the circumstances. The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results could differ from those estimates. Management believes that its judgment is applied consistently and produces financial information that fairly depicts the results of operations for all periods presented.   Significant estimates include estimates used to review the Company’s, impairments and estimations of long-lived assets, revenue recognition of contract-based revenue, allowances for uncollectible accounts, and the valuations of non-cash capital stock issuances. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Accounts receivable	Accounts receivable Accounts receivables are recorded at the invoice amount less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions, and a review of the current status of each customer’s trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and before recording the appropriate provision. The duration of such receivables extends from 30 days to beyond 90 days. Payments are received only when a project is completed, and approvals are obtained. Provisions are created based on the estimated irrecoverable amounts determined by referring to past default experience and future economic and market conditions.
Inventories	Inventories In accordance with ASC 330, the Company states inventories at the lower of cost or net realizable value. Cost, which includes material, labor and overhead, is determined on a first-in, first-out basis. The Company makes adjustments to reduce the cost of inventory to its net realizable value, if required, for estimated excess, obsolete, zero usage or impaired balances. Factors influencing these adjustments include changes in market demand, product life cycle and engineering changes.
Property, Plant & Equipment	Property, Plant & Equipment Property, Plant and Equipment are recorded at cost, except when acquired in a business combination where property, plant and equipment are recorded at fair value. Depreciation of property, plant and equipment is recognized over the estimated useful lives of the respective assets using the straight-line method. The estimated useful lives are as follows: Property, Plant and Equipment   Years Machinery   5 – 15 Vehicles   5 – 10 Furniture, Fixtures & Office Equipment   3 – 5 Expenditures that extend the useful life of existing property, plant and equipment are capitalized and depreciated over the remaining useful life of the related asset. Expenditures for repairs and maintenance are expensed as incurred. When property, plant and equipment are retired or sold, the cost and related accumulated depreciation is removed from the Company’s balance sheet, with any gain or loss reflected in operations. Depreciation expense for the three months ended June 30, 2024, and 2023 was $37,555 and $0, respectively. Depreciation expense for the six months ended June 30, 2024, and 2023 was $37,555 and $0, respectively.
Deposits	Deposits Advances have been paid to the suppliers and subcontractors in the ordinary course of business for the procurement of specialized material and equipment required in the process of designing, engineering and installing Central Gas distribution and monitoring systems. The Company is engaged in the design, engineering, supply and monitoring of Central Gas systems supplying and installing equipment such as pressure regulators, pipelines, safety equipment, tapping points, metering units, valves and storage tanks. To undertake these projects, the Company is required to make upfront investments in materials and machinery. These projects involve many processes and take substantial time to complete. We estimate that the deposit will be utilized in the next 12 months, however, some will only be returned upon cancellation such as office lease deposit, internet and utilities.
End-of-service benefits	End-of-service benefits Employee end-of-service benefits in our subsidiary Al Shola Gas amounting to $129,412 as of June 30, 2024, are provided to employees, in the UAE when they leave a job. Eligibility begins after one year of continuous service and varies based on contract type and length of service. These liabilities are included in other current liabilities on the accompanying consolidated balance sheet.   Employee end of service benefits Al Shola Gas   June 30, 2024 (unaudited)   Balance at Beginning     154,261   Add: charge for the period     82,764   Less: Settlement for the period     (107,613 ) Balance at the end of the period     129,412
Goodwill	Goodwill Goodwill represents the cost of acquired companies in excess of the fair value of the net assets at the acquisition date and is subject to annual impairment. Goodwill is the excess of the purchase price paid for an acquired entity and the amount of the price not assigned to acquired assets and liabilities. It arises when an acquirer pays a high price to acquire a business. This asset only arises from an acquisition, and it cannot be generated internally. Goodwill is an intangible asset, and so is listed within the long-term assets section of the acquirers’ balance sheet. The Company accounts for business combinations by estimating the fair value of consideration paid for acquired businesses and assigning that amount to the fair values of assets acquired and liabilities assumed, with the remainder assigned to goodwill. If the fair value of assets acquired and liabilities assumed exceeds the fair value of consideration paid, a gain on bargain purchase is recognized. The estimates of fair values are determined utilizing customary valuation procedures and techniques, which require us, among other things, to estimate future cash flows and discount rates. Such analyses involve significant judgments and estimations. The Company follows the guidance prescribed in Accounting Standards Codification (“ASC”) 350, Goodwill and Other Intangible Assets, to test goodwill and intangible assets for impairment annually if an event occurs or circumstances change which indicates that its carrying amount may not exceed its fair value. On March 27, 2024, the Company acquired 51% of Al Shola Gas LLC for $10,000,000 and now owns 51% of the Net Assets of Al Shola Gas. The net assets of Al Shola Gas were $2,981,918 on March 31, 2024, of which $1,520,778 (51%) is owned by QIND. The remaining $1,461,140 (49%) of net assets are held by a minority interest or noncontrolling interest. The purchase price of $10,000,000 minus the net assets held by the Company in Al Shola Gas equating to $8,479,222 is part of the Company’s Goodwill. The noncontrolling interest has been presented separately on the accompanying consolidated balance sheet and statement of operations.
Fair value of financial instruments	Fair value of financial instruments The carrying value of cash, accounts payable, warrants, accrued expenses, and debt, short term as well as long term, is recorded at fair value. Management believes the Company is not exposed to significant interest or credit risks arising from these financial instruments. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company utilizes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable. ● Level 1. Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets. ● Level 2. Quoted prices for similar assets and liabilities in active markets; quoted prices included for identical or similar assets and liabilities that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. These are typically obtained from readily available pricing sources for comparable instruments. ● Level 3. Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own beliefs about the assumptions that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.
Revenue Recognition	Revenue Recognition The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606). The principal activity of the Company is to engage in general trading, manufacturing and fabrication or steel and steel products and mainly manufacturing of pressure vessels, tanks, heat exchangers and construction of storage tanks and piping. Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company has generally concluded that it is the principal in its revenue arrangements because it typically controls the goods or services before transferring them to the customer.
Stock-based compensation	Stock-based compensation The Company recognizes all stock-based compensation using the fair value provisions prescribed by ASC Topic 718, Compensation - Stock Compensation. Accordingly, compensation costs for awards of stock-based compensation settled in shares are determined based on the fair value of the share-based instrument at the time of grant and are recognized as expense over the vesting period of the share-based instrument, net of estimated forfeitures. In accordance with ASC 718, the Company will generally apply the same guidance to both employee and non-employee share-based awards. However, the Company will also follow specific guidance for share-based awards to non-employees related to the attribution of compensation cost and the inputs to the option-pricing model for expected term. Non-employee share-based payment equity awards are measured at the grant-date fair value of the equity instruments, similar to employee share-based payment equity awards. The Company calculates the fair value of option grants and warrant issuances utilizing the Binomial pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeiture” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. The Company estimates forfeiture rates for all unvested awards when calculating the expenses for the period. In estimating the forfeiture rate, the Company monitors both stock option and warrant exercises as well as employee termination patterns. The resulting stock-based compensation expense for both employee and non-employee awards is generally recognized on a straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period.
Earnings (loss) per share	Earnings (loss) per share The Company reports earnings (loss) per share in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for the calculation of “basic” and “diluted” earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income or loss available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity. The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Particulars   Three Months Ended June 30, 2024 (unaudited)     Three Months Ended June 30, 2023 (unaudited)     Six Months Ended June 30, 2024 (unaudited)     Six Months Ended June 30, 2023 (unaudited)   Basic and diluted EPS*                         Numerator                         Net income/(loss)     348,443       (1,666,495 )     555,133       (1,582,221 ) Net Income attributable to common stockholders     107,895       (1,666,495 )     314,585       (1,582,221 ) Denominator                                 Weighted average shares outstanding     128,547,368       106,573,410       128,547,368       110,222,564   Number of shares used for basic EPS computation     128,547,368       106,573,410       128,547,368       110,222,564   Basic EPS     0.00       (0.01 )     0.00       (0.01 ) Number of shares used for diluted EPS computation*     133,256,691       106,823,410       133,256,691       110,472,564   Diluted EPS     0.00       (0.01 )     0.00       (0.01 ) * Includes 250,000 issued warrants.
Income taxes	Income taxes The Company accounts for income tax positions in accordance with Accounting Standards Codification Topic 740-10-50, “Income Taxes” (“ASC Topic 740”). This standard prescribes a recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There was no material impact on the Company’s financial position or results of operations as a result of the application of this standard. Deferred tax assets have not been created the majority of the company’s income belongs to the subsidiary, which is registered in an income tax-free jurisdiction since any losses incurred cannot be utilized in the future, rendering deferred tax assets irrelevant, The profits of a foreign subsidiary corporation are ordinarily not subject to tax in the United States as in accordance with the general Internal Revenue Service rule, foreign subsidiaries are not considered U.S. corporations even if they are wholly owned.
Recently issued accounting pronouncements	Recently issued accounting pronouncements The Company has evaluated all other recent accounting pronouncements and believes that none of them are expected to have a material effect on the Company’s financial position, results of operations, or cash flows.
Off-Balance Sheet Arrangements	Off-Balance Sheet Arrangements 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.
Lease liabilities	Lease liabilities  The Company accounts for leases under ASC Topic 842, Leases (Topic 842). Under Topic 842, at the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include, if any, the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate.  The variable lease payments that do not depend on an index or a rate are recognized as expenses in the period on which the event or condition that triggers the payment occurs.  In calculating the present value of lease payments, the Company uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments, or a change in the assessment to purchase the underlying asset.  The Company’s subsidiary, Al Shola Gas, has entered into commercial vehicles. These leases generally have a lease term of 4 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company also has leases with terms of 12 months or less which the Company has elected to not apply Topic 842 to short-term leases.  The Company has a Lease arrangement for which the liability has been recorded separately. The Company determines whether an arrangement contains a lease at inception. A lease liability and corresponding right of use (ROU) asset are recognized for qualifying leased assets based on the present value of fixed and certain index-based lease payments at lease commencement.  The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. There are no restrictions placed upon the Company by entering into these leases. The Company determines if an arrangement is or contains a lease at contract inception and recognizes an ROU asset and a lease liability based on the present value of fixed, and certain index-based lease payments at the lease commencement date. Variable payments are excluded from the present value of lease payments and are recognized in the period in which the payment is made. The Company generally uses its incremental borrowing rate as the discount rate for measuring its lease liabilities, as the Company cannot determine the interest rate implicit in the lease because it does not have access to certain lessor-specific information. Lease expense is recognized on a straight-line basis over the lease term. The Company does not have significant finance leases. The Company has elected not to separate payments for lease components from payments for non-lease components for all classes of leases. When accounting for finance leases in accordance with ASC 842, entity recognizes interest on the lease liability and amortization of the ROU asset in the income statement and classify payments of the principal portion of the lease liability as financing activities and payments of interest on the lease liability as operating activities.
Reclassifications	Reclassifications Certain reclassifications have been made to the December 31, 2023, balance sheet to conform to the June 30, 2024, presentation. These reclassifications had no impact on the net loss or loss per share as previously reported.

Summary of Significant Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Policies [Abstract]
Schedule of Estimated Useful Lives	The estimated useful lives are as follows: Property, Plant and Equipment   Years Machinery   5 – 15 Vehicles   5 – 10 Furniture, Fixtures & Office Equipment   3 – 5
Schedule of Other Current Liabilities	These liabilities are included in other current liabilities on the accompanying consolidated balance sheet. Employee end of service benefits Al Shola Gas   June 30, 2024 (unaudited)   Balance at Beginning     154,261   Add: charge for the period     82,764   Less: Settlement for the period     (107,613 ) Balance at the end of the period     129,412
Schedule of Diluted Net Loss Per Share	The calculation of diluted net loss per share gives effect to common stock equivalents; however, potential common shares are excluded if their effect is anti-dilutive. Particulars   Three Months Ended June 30, 2024 (unaudited)     Three Months Ended June 30, 2023 (unaudited)     Six Months Ended June 30, 2024 (unaudited)     Six Months Ended June 30, 2023 (unaudited)   Basic and diluted EPS*                         Numerator                         Net income/(loss)     348,443       (1,666,495 )     555,133       (1,582,221 ) Net Income attributable to common stockholders     107,895       (1,666,495 )     314,585       (1,582,221 ) Denominator                                 Weighted average shares outstanding     128,547,368       106,573,410       128,547,368       110,222,564   Number of shares used for basic EPS computation     128,547,368       106,573,410       128,547,368       110,222,564   Basic EPS     0.00       (0.01 )     0.00       (0.01 ) Number of shares used for diluted EPS computation*     133,256,691       106,823,410       133,256,691       110,472,564   Diluted EPS     0.00       (0.01 )     0.00       (0.01 ) * Includes 250,000 issued warrants.

Cash and Cash Equivalents (Tables)	6 Months Ended
	Jun. 30, 2024
Cash and Cash Equivalents [Abstract]
Schedule of Cash and Cash Equivalents	The Company held no cash equivalents as of June 30, 2024, and December 31, 2023.     June 30, 2024     December 31, 2023                 Cash and Cash Equivalents             Cash in hand     78,191       2,389   Cash at bank     23,052       103   Total   $ 101,243     $ 2,492

Operating Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Operating Leases [Abstract]
Schedule of Summary of Future Lease Payments	The following is a summary of future lease payments required under the lease agreements:     DUSTER     X TRAIL     KICKS     URWAN     MICROBUS     SUNNY     ASX     YARIS     Total   Year 2024     2,411       2,851       3,496       8,747       7,358       4,423       2,452       2,008       33,747   Year 2025     4,404       6,055       8,879       18,576       15,627       9,393       5,207       4,265       72,405   Year 2026     4,770       6,558       9,616       20,118       16,924       10,173       2,295       1,120       71,572   Year 2027     1,676       4,074       6,850       8,868       7,460       6,320       0       0       35,247   Total     13,261       19,538       28,839       56,308       47,368       30,308       9,955       7,393       212,971
Schedule of Supplemental Information	Supplemental Information Weighted average remaining lease term (in years) 2.76 Weighted average discount rate 8%

Business Combination Disclosure (Tables)	6 Months Ended
	Jun. 30, 2024
Business Combination Disclosure [Abstract]
Schedule of Consideration Paid	Consideration paid   June 30, 2024     March 31, 2024   Total        0          0
Schedule of Fair Value Consideration	Fair value of Consideration Cash or National Exchange listed stock   $ 9,000,000   Cash   $ 1,000,000   Total   $ 10,000,000
Schedule of Goodwill Calculation of Acquisition	Goodwill calculation of acquisition Date of Acquisition   USD   Cash and cash equivalents   $ 111,767   Trade receivables & Other receivables     2,699,826   Inventories     1,315,937   Deposits, prepayments and advances     551,588   Property, plant, and equipment     102,682   Right of use assets     222,130   Trade and other payables     (885,036 ) Lease liabilities     (229,359 ) Bank borrowings     (907,637 ) Total identifiable net assets   $ 2,981,918   Non-Controlling Share (49%)     1,461,140   Parent Share (51%)     1,520,778   Goodwill   $ 8,479,222

Our History (Details)	May 28, 2022
Ilustrato Prictures International [Member]
Our History [Line Items]
Shares outstanding percentage	77.40%

Summary of Significant Policies (Details) - USD ($)		3 Months Ended			6 Months Ended
	Mar. 27, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Summary of Significant Policies [Line Items]
Depreciation expense		$ 37,555		$ 0	$ 37,555	$ 0
Al shola gas amount	$ 10,000,000	129,412			$ 129,412		$ 154,261
Percentage of acquired	51.00%
Percentage of net assets of al shola gas					(51.00%)
Minority interest or noncontrolling interest		1,461,140			$ 1,461,140
Purchase price					10,000,000
Goodwill		$ 8,479,222			$ 8,479,222
Lease term		4 years			4 years
Warrant [Member]
Summary of Significant Policies [Line Items]
Issued warrants (in Shares)		250,000			250,000
Al Shola Gas [Member]
Summary of Significant Policies [Line Items]
Percentage of net assets of al shola gas	51.00%
Net assets of Al Shola Gas			$ 2,981,918
Al Shola Gas [Member]
Summary of Significant Policies [Line Items]
Minority interest percentage		49.00%			49.00%
Goodwill [Member]
Summary of Significant Policies [Line Items]
Percentage of net assets of al shola gas			51.00%
Net assets of Al Shola Gas			$ 1,520,778

Summary of Significant Policies (Details) - Schedule of Estimated Useful Lives	Jun. 30, 2024
Minimum [Member] | Machinery [Member]
Schedule of Estimated Useful Lives [Line Items]
Property, plant and equipment estimated useful lives	5 years
Minimum [Member] | Vehicles [Member]
Schedule of Estimated Useful Lives [Line Items]
Property, plant and equipment estimated useful lives	5 years
Minimum [Member] | Furniture, Fixtures & Office Equipment [Member]
Schedule of Estimated Useful Lives [Line Items]
Property, plant and equipment estimated useful lives	3 years
Maximum [Member] | Machinery [Member]
Schedule of Estimated Useful Lives [Line Items]
Property, plant and equipment estimated useful lives	15 years
Maximum [Member] | Vehicles [Member]
Schedule of Estimated Useful Lives [Line Items]
Property, plant and equipment estimated useful lives	10 years
Maximum [Member] | Furniture, Fixtures & Office Equipment [Member]
Schedule of Estimated Useful Lives [Line Items]
Property, plant and equipment estimated useful lives	5 years

Summary of Significant Policies (Details) - Schedule of Other Current Liabilities	6 Months Ended
	Jun. 30, 2024 USD ($)
Schedule of Other Current Liabilities [Abstract]
Balance at Beginning	$ 154,261
Add: charge for the period	82,764
Less: Settlement for the period	(107,613)
Balance at the end of the period	$ 129,412

Summary of Significant Policies (Details) - Schedule of Diluted Net Loss Per Share - Common Shares [Member] - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator
Net income/(loss) (in Dollars)		$ 348,443	$ (1,666,495)	$ 555,133	$ (1,582,221)
Net Income attributable to common stockholders (in Dollars)		$ 107,895	$ (1,666,495)	$ 314,585	$ (1,582,221)
Denominator
Weighted average shares outstanding		128,547,368	106,573,410	128,547,368	110,222,564
Number of shares used for basic EPS computation		128,547,368	106,573,410	128,547,368	110,222,564
Basic EPS (in Dollars per share)		$ 0	$ (0.01)	$ 0	$ (0.01)
Number of shares used for diluted EPS computation	[1]	133,256,691	106,823,410	133,256,691	110,472,564
Diluted EPS (in Dollars per share)		$ 0	$ (0.01)	$ 0	$ (0.01)
[1] Includes 250,000 issued warrants.

Cash and Cash Equivalents (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Cash and Cash Equivalents [Line Items]
Cash equivalents	$ 101,243	$ 2,492	$ 2,423

Cash and Cash Equivalents (Details) - Schedule of Cash and Cash Equivalents - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Schedule of Cash and Cash Equivalents [Line Items]
Cash and Cash Equivalents	$ 101,243	$ 2,492	$ 2,423
Cash [Member]
Schedule of Cash and Cash Equivalents [Line Items]
Cash and Cash Equivalents	78,191	2,389
Cash at Bank [Member]
Schedule of Cash and Cash Equivalents [Line Items]
Cash and Cash Equivalents	$ 23,052	$ 103

Related Party Transactions (Details) - USD ($)		6 Months Ended
	May 14, 2024	Jun. 30, 2024	Dec. 31, 2023
Related Party Transactions [Line Items]
Working capital		$ 100,000
Term		1 year
Asset purchase agreement		$ 1,500,000
Long-term investment			$ 6,500,000
Vested shares (in Shares)	500,000
Fair market value	$ 36,500
Related party payables		30,155	0
Ilustrato Pictures International, Inc. [Member]
Related Party Transactions [Line Items]
Related party receivables		1,866,551	$ 333,133
Principal amount		1,000,000
Intercompany Loan Agreement [Member]
Related Party Transactions [Line Items]
Related party loan agreements		$ 366,396
Simple Interest [Member]
Related Party Transactions [Line Items]
Unpaid principal accrues simple interest		1.00%
Long-term investment		$ 1,500,000
Invested amount		$ 1,500,000

Notes Payable (Details) - USD ($)			6 Months Ended
	Aug. 25, 2024	Mar. 27, 2024	Jun. 30, 2024	Jul. 27, 2024
Notes Payable [Line Items]
Loan interest percentage		51.00%
Issuance of note payable		$ 9,000,000
Cash			$ 1,000,000
Cash payment to the seller		1,000,000
Bank debt			907,000
Borrowings outstanding			753,230
Long-term			432,258
Mahavir Investments Limited [Member]
Notes Payable [Line Items]
Cash		1,000,000
Al Shola Gas [Member]
Notes Payable [Line Items]
Note payable		$ 9,000,000
ASG Acquisition [Member]
Notes Payable [Line Items]
Borrowings current			$ 320,972
Mahavir Loan [Member]
Notes Payable [Line Items]
Principal amount				$ 3,000,000
Loan bore interest				20.00%
Quality Industrial Corp. [Member]
Notes Payable [Line Items]
Principal amount	$ 2,000,000			$ 3,000,000
Artelliq Software Trading [Member]
Notes Payable [Line Items]
Share issued of common stock (in Shares)	6,410,971
Payment for software	$ 2,000,000

Convertible Notes (Details) - USD ($)														3 Months Ended	6 Months Ended
	Jun. 05, 2024	Jun. 03, 2024	May 21, 2024	May 20, 2024	May 07, 2024	Mar. 12, 2024	Feb. 15, 2024	Jan. 19, 2024	Jan. 18, 2024	Jan. 11, 2024	Dec. 20, 2023	Aug. 15, 2023	Jul. 31, 2023	Jun. 30, 2024	Jun. 30, 2024	May 16, 2024	Feb. 06, 2024	Jun. 16, 2023	May 23, 2023	Mar. 17, 2023	Aug. 03, 2022
Convertible Notes [Line Items]
Principle amount of promissory note			$ 71,500			$ 118,367			$ 174,867		$ 100,000	$ 118,367	$ 174,867				$ 35,000	$ 550,000
Convert amount				$ 1,500											$ 77,000
Shares of common stock (in Shares)															3,009,680
Accrued interest															$ 35,863
Percentage of charged											15.00%
Commitment shares percentage											50.00%
Discount of IPO price											25.00%
Percentage of market value											200.00%
One-time interest charge						15,387			22,732
Commitment shares (in Shares)			500,000
Commitment shares amount			$ 24,179
Amortization discounts														$ 3,807	20,916
Jefferson Street Capital LLC [Member]
Convertible Notes [Line Items]
Convert amount	$ 1,500				$ 1,500		$ 1,500	$ 1,500		$ 1,500					$ 100,000
Shares of common stock (in Shares)															2,697,315
Commitment shares (in Shares)		500,000
RB Capital Partners Inc. [Member]
Convertible Notes [Line Items]
Principle amount of promissory note											$ 100,000										$ 1,100,000
Bears interest											10.00%									7.00%	7.00%
Conversion price per share (in Dollars per share)											$ 1										$ 1
One-time interest amount											$ 20
Total payback to holder						133,754
RB Capital Partners Inc. One [Member]
Convertible Notes [Line Items]
Principle amount of promissory note																				$ 200,000
Bears interest																				7.00%
Conversion price per share (in Dollars per share)																				$ 1
Jefferson Street Capital LLC [Member]
Convertible Notes [Line Items]
Principle amount of promissory note																			$ 220,000
Bears interest			10.00%																7.00%
Conversion price per share (in Dollars per share)			$ 0.03																$ 0.35
Unamortized debt discounts														$ 21,000	$ 21,000
Diagonal Lending Note [Member]
Convertible Notes [Line Items]
One-time interest amount												15,387.71	22,732
Amount of monthly payments												14,861.64	21,955.45
Total payback to holder												$ 133,754.71	$ 197,599
Conversion price percentage												65.00%	65.00%
Sky Holdings Ltd [Member]
Convertible Notes [Line Items]
Bears interest																		7.00%
Conversion price per share (in Dollars per share)														$ 0.0375	$ 0.0375	$ 0.0375		$ 0.35
Diagonal Lending LLC [Member]
Convertible Notes [Line Items]
Amount of monthly payments						$ 14,861.56			21,955
Total payback to holder									$ 197,599
Conversion price percentage						65.00%			65.00%
Exchange Listing LLC [Member]
Convertible Notes [Line Items]
Bears interest																	10.00%
Discount rate																	35.00%
Convertible Notes [Member]
Convertible Notes [Line Items]
Unamortized debt discounts														$ 43,640	$ 43,640

Convertible Notes (Details) - Schedule of Debt & Interest Payable - Convertible Notes [Member]	6 Months Ended
	Jun. 30, 2024 USD ($)
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Principal Amount	$ 2,669,734
Paid	117,146
Converted	177,000
Outstanding	2,375,588
Interest	204,209
Discount	43,640
Less: Amortized	(20,773)
Less: Interest Paid	$ (47,234)
RB Capital Partners Inc [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Aug. 03, 2022
Maturity Date	Aug. 03, 2022
Principal Amount	$ 1,100,000
Outstanding	1,100,000
Interest	$ 171,169
RB Capital Partners Inc. One [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Mar. 17, 2023
Maturity Date	Mar. 16, 2025
Principal Amount	$ 200,000
Outstanding	200,000
Interest	$ 18,091
Jefferson [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	May 23, 2023
Maturity Date	Jun. 30, 2024
Principal Amount	$ 220,000
Converted	100,000
Outstanding	120,000
Interest	$ 10,852
Sky Holdings [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Jun. 16, 2023
Maturity Date	Jun. 30, 2024
Principal Amount	$ 550,000
Converted	77,000
Outstanding	473,000
Interest	$ 19,408
RB Capital Partners Inc. Two [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Dec. 21, 2023
Maturity Date	Dec. 20, 2024
Principal Amount	$ 100,000
Outstanding	100,000
Interest	$ 5,275
Sean Levi [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Jan. 08, 2024
Maturity Date	Jan. 08, 2025
Principal Amount	$ 100,000
Outstanding	100,000
Interest	$ 9,560
Exchange Listing LLC [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Feb. 06, 2024
Maturity Date	Aug. 05, 2024
Principal Amount	$ 35,000
Outstanding	35,000
Interest	$ 1,398
1800 Diagonal Lending Ltd. [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Jan. 18, 2024
Maturity Date	Oct. 30, 2024
Principal Amount	$ 174,867
Paid	77,690
Outstanding	97,177
Interest	10,250
Discount	$ 20,117
1800 Diagonal Lending One [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	Mar. 12, 2024
Maturity Date	Dec. 15, 2024
Principal Amount	$ 118,367
Paid	39,456
Outstanding	78,911
Interest	4,654
Discount	$ 13,617
Jefferson One [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	May 21, 2024
Maturity Date	Feb. 21, 2025
Principal Amount	$ 71,500
Outstanding	71,500
Interest	$ 786
Jefferson Three [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	May 21, 2024
Maturity Date	Feb. 21, 2025
Discount	$ 6,500
Jefferson Capital (JC) [Member]
Convertible Notes (Details) - Schedule of Debt & Interest Payable [Line Items]
Date of Issue	May 21, 2024
Maturity Date	Feb. 21, 2025
Discount	$ 24,179

Stockholders’ Equity (Details) - USD ($)															3 Months Ended		6 Months Ended
	Jun. 05, 2024	Jun. 03, 2024	May 21, 2024	May 20, 2024	May 14, 2024	May 07, 2024	Apr. 30, 2024	Feb. 15, 2024	Jan. 19, 2024	Jan. 11, 2024	Jun. 01, 2023	May 08, 2023	May 04, 2023	Mar. 17, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Apr. 26, 2024	Dec. 31, 2023	Dec. 20, 2023	Aug. 03, 2022
Stockholders’ Equity [Line Items]
Common stock, shares authorized															200,000,000		200,000,000		200,000,000
Preferred stock, shares authorized															1,000,000		1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)															$ 0.001		$ 0.001		$ 0.001
Common stock, shares issued															133,006,691		133,006,691		127,129,694
Common stock, shares outstanding															133,006,691		133,006,691		127,129,694
Preferred stock, shares issued															0		0		0
Preferred stock, shares outstanding															0		0		0
Convertible common stock, par share (in Dollars per share)														$ 1
Consultancy services value (in Dollars)															$ 49,625	$ 722,735
Conversion amount (in Dollars)															155,863
Conversion fees (in Dollars)				$ 1,500													$ 77,000
Purchase shares																		480,000
Fair value market per share (in Dollars per share)																		$ 0.1
Fair market value (in Dollars)															48,000		48,000
Asset purchase (in Dollars)																	48,000
Vested shares					500,000
Commitment shares			500,000
commitment amount (in Dollars)															$ 24,176
Nicolas Link [Member]
Stockholders’ Equity [Line Items]
Shares issued grants													2,750,000
Grant date and fair market value per share (in Dollars per share)													$ 0.0721
John-Paul Backwell [Member]
Stockholders’ Equity [Line Items]
Shares issued grants													2,250,000
Grant date and fair market value per share (in Dollars per share)													$ 0.0721
Vested shares					500,000
Fair market value (in Dollars)					$ 36,500
Carsten Kjems Falk [Member]
Stockholders’ Equity [Line Items]
Shares issued grants													2,250,000
Grant date and fair market value per share (in Dollars per share)													$ 0.0721
Krishnan Krishnamoorthy [Member]
Stockholders’ Equity [Line Items]
Shares issued grants													2,250,000
Grant date and fair market value per share (in Dollars per share)													$ 0.0721
Louise Bennett [Member]
Stockholders’ Equity [Line Items]
Shares issued grants													500,000
Grant date and fair market value per share (in Dollars per share)													$ 0.0721
Exchange Listing LLC [Member]
Stockholders’ Equity [Line Items]
Grant date and fair market value per share (in Dollars per share)												$ 0.41
Consultancy services												1,543,256
Consultancy services value (in Dollars)												$ 1,543
Jefferson Street Capital LLC [Member]
Stockholders’ Equity [Line Items]
Shares issued grants											150,000
Grant date and fair market value per share (in Dollars per share)											$ 0.6
Conversion shares	884,365					416,141		307,692	307,692	281,426
Conversion amount (in Dollars)	$ 25,000					$ 15,000		$ 15,000	$ 15,000	$ 15,000
Conversion fees (in Dollars)	$ 1,500					$ 1,500		$ 1,500	$ 1,500	$ 1,500							$ 100,000
Commitment shares		500,000
commitment amount (in Dollars)		$ 24,179
Paul Keely [Member]
Stockholders’ Equity [Line Items]
Vested shares							150,000
Fair market value (in Dollars)							$ 13,125
RB Capital Partners Inc. [Member]
Stockholders’ Equity [Line Items]
Principal amount (in Dollars)														$ 200,000
Bears interest														7.00%						10.00%	7.00%

Operating Leases (Details) - USD ($)		3 Months Ended	6 Months Ended
	Mar. 27, 2024	Jun. 30, 2024	Jun. 30, 2024	Dec. 31, 2023
Operating Leases [Line Items]
Percentage of shares acquired outstanding	51.00%
Acquired right-of-use assets		$ 204,182	$ 204,182
Operating lease liabilities		229,359	229,359
Lease agreements term extending	12 months
Estimated incremental borrowing rate	8.00%
Recognized rent expense		3,367	3,367
Al Shola Gas [Member]
Operating Leases [Line Items]
Acquired right-of-use assets		222,730	222,730
Operating lease liabilities		$ 229,359	$ 229,359

Operating Leases (Details) - Schedule of Summary of Future Lease Payments	Jun. 30, 2024 USD ($)
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	$ 33,747
Year 2025	72,405
Year 2026	71,572
Year 2027	35,247
Total	212,971
DUSTER [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	2,411
Year 2025	4,404
Year 2026	4,770
Year 2027	1,676
Total	13,261
X TRAIL [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	2,851
Year 2025	6,055
Year 2026	6,558
Year 2027	4,074
Total	19,538
KICKS [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	3,496
Year 2025	8,879
Year 2026	9,616
Year 2027	6,850
Total	28,839
URWAN [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	8,747
Year 2025	18,576
Year 2026	20,118
Year 2027	8,868
Total	56,308
MICROBUS [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	7,358
Year 2025	15,627
Year 2026	16,924
Year 2027	7,460
Total	47,368
SUNNY [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	4,423
Year 2025	9,393
Year 2026	10,173
Year 2027	6,320
Total	30,308
ASX [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	2,452
Year 2025	5,207
Year 2026	2,295
Year 2027	0
Total	9,955
YARIS [Member]
Schedule of Summary of Future Lease Payments [Line Items]
Year 2024	2,008
Year 2025	4,265
Year 2026	1,120
Year 2027	0
Total	$ 7,393

Operating Leases (Details) - Schedule of Supplemental Information	Jun. 30, 2024
Schedule of Supplemental Information [Abstract]
Weighted average remaining lease term (in years)	2 years 9 months 3 days
Weighted average discount rate	8.00%

Business Combination Disclosure (Details) - USD ($)		3 Months Ended			6 Months Ended
	Mar. 27, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Business Combination Disclosure [Line Items]
Acquired payment plan	$ 10,000,000				$ 10,000,000
Acquired business contributed revenues					10,839,209
Revenues earnings					2,370,229
Acquired business total consisting					4,161,797
revenue amount		$ 3,317,206			3,317,206
Cost of revenue		$ 2,068,708			$ 2,068,708
Net income available			$ 488,083
Earnings per share (in Dollars per share)		$ 0	$ 0	$ (0.01)	$ 0	$ (0.02)
Al Shola Gas [Member]
Business Combination Disclosure [Line Items]
Acquired business total consisting					$ 1,791,568
revenue amount			$ 3,086,519
Cost of revenue			$ 1,942,279
Al Shola Gas [Member]
Business Combination Disclosure [Line Items]
Stock purchase agreement percentage	51.00%
Tranche One [Member]
Business Combination Disclosure [Line Items]
Exchange listed stock cash paid					9,000,000
Tranche Two [Member]
Business Combination Disclosure [Line Items]
Exchange listed stock cash paid					$ 1,000,000

Business Combination Disclosure (Details) - Schedule of Consideration Paid - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2024	Jun. 30, 2024
Schedule of Consideration Paid [Abstract]
Total	$ 0	$ 0

Business Combination Disclosure (Details) - Schedule of Fair Value Consideration	Jun. 30, 2024 USD ($)
Schedule of Fair Value Consideration [Abstract]
Cash or National Exchange listed stock	$ 9,000,000
Cash	1,000,000
Total	$ 10,000,000

Business Combination Disclosure (Details) - Schedule of Goodwill Calculation of Acquisition - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Goodwill Calculation of Acquisition [Abstract]
Cash and cash equivalents	$ 111,767
Trade receivables & Other receivables	2,699,826
Inventories	1,315,937
Deposits, prepayments and advances	551,588
Property, plant, and equipment	102,682
Right of use assets	222,130
Trade and other payables	(885,036)
Lease liabilities	(229,359)
Bank borrowings	(907,637)
Total identifiable net assets	2,981,918
Non-Controlling Share	1,461,140
Parent Share	1,520,778
Goodwill	$ 8,479,222

Business Combination Disclosure (Details) - Schedule of Goodwill Calculation of Acquisition (Parentheticals)	6 Months Ended
	Jun. 30, 2024
Schedule of Goodwill Calculation of Acquisition [Abstract]
Non-Controlling Share percentage	(49.00%)
Parent Share percentage	(51.00%)

Subsequent Events (Details) - USD ($)				6 Months Ended
	Aug. 09, 2024	Jul. 09, 2024	May 20, 2024	Jun. 30, 2024	Jul. 03, 2024
Subsequent Events [Line Items]
Interest rate percentage				13.00%
Applied issuance				$ 23,322
Accrued interest				$ 22,524.67
Common stock conversion				65.00%
Trading days				10 days
Shares of common stock (in Shares)				3,009,680
Conversion fees			$ 1,500	$ 77,000
Diagonal Lending LLC [Member]
Subsequent Events [Line Items]
Principal amount					$ 179,400
Subsequent Event [Member]
Subsequent Events [Line Items]
Conversion fees		$ 1,500
Subsequent Event [Member] | Jefferson Street Capital LLC [Member]
Subsequent Events [Line Items]
Principal amount		$ 25,000
Holder [Member]
Subsequent Events [Line Items]
Accrued interest				$ 202,722
Common Stock [Member] | Subsequent Event [Member]
Subsequent Events [Line Items]
Shares of common stock (in Shares)		884,365
Forecast [Member] | Jefferson Street Capital LLC [Member]
Subsequent Events [Line Items]
Principal amount	$ 25,000
Forecast [Member] | Common Stock [Member]
Subsequent Events [Line Items]
Shares of common stock (in Shares)	884,365

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