Form 10-Q - Quarterly report [Sections 13 or 15(d)]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 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: 128,592,644 common shares as of May 14, 2024

 

 

 

 

 

 

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	5
Item 4:	Controls and Procedures	5
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	6
Item 1A:	Risk Factors	6
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3:	Defaults Upon Senior Securities	6
Item 4:	Mine Safety Disclosures	6
Item 5:	Other Information	6
Item 6:	Exhibits	6

 

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 March 31, 2024 (Unaudited) and December 31, 2023;
	F-2	Consolidated Statements of Operations for the three months ended March 31, 2024, and 2023 (Unaudited);
	F-3	Consolidated Statement of Stockholders’ Equity (Deficit) for the periods ended March 31, 2024, and 2023 (Unaudited);
	F-4	Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and 2022 (Unaudited); and
	F-5	Notes to Consolidated Financial Statements (Unaudited).

 

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended March 31, 2024, are not necessarily indicative of the results that can be expected for the full year.

 

1

 

 

QUALITY INDUSTRIAL CORP.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

						March 31,  2024 (Unaudited)				December 31,  2023 (Audited)
ASSETS
Current Assets		5
Cash and Cash Equivalents							114,472				2,492
Inventory							1,406,231
Accounts Receivable							2,699,826
Deposits, Prepayments, & Advances							551,588				2,354,083
Other Current Assets							2,470,756
Total Current Assets							7,242,873				2,356,575
Non-Current Assets			6
Long Term Investments							1,500,000				6,500,000
Property, Plant & Equipment							12,681
Goodwill			7				8,475,395				—
Total Non-current Assets							9,988,076				6,500,000
Total Assets							17,230,949				8,856,575
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities			8
Accounts Payable							856,681				166,577
Other Current Liabilities							6,337,712				5,615,440
Total Current Liabilities							7,194,393				5,782,017
Non-Current Liabilities			9
Convertible Notes							2,518,832				2,331,059
Other Non-Current Liabilities							5,053,219
Total Long-Term Liabilities							7,572,051				2,331,059
Total Liabilities							14,766,444				8,113,076
Stockholders’ Equity			10
Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding as of as of December 31, 2022, and December 31, 2021, respectively							—				—
Common stock; $0.001 par value; 200,000,000 shares authorized; 128,026,503 and 127,129,694 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively							128,029				127,132
Additional paid-in capital							17,297,567				17,248,964
Retained Earnings/ accumulated Deficit							(16,425,907	)			(16,632,597	)
Minority Interest			11				1,464,816				—
Total stockholders’ Equity							2,464,505				743,499
Total liabilities and stockholders’ Equity							17,230,949				8,856,575

 

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
						March 31, 2024				March 31, 2023
Revenue							3,086,519				—
Cost of revenues							1,942,279				—
Gross profit							1,144,240				—
Operating expenses			12
Professional fees							48,393				30,404
General and administrative							624,917				34,609
Total Operating Expenses							673,310				65,013
Profit/ loss from Operations							470,930				(65,013	)
Non-Operating expense			13
Depreciation							429
Interest on Convertible Notes							66,199				19,523
Other Non-Operating Expenses							25,416
Total Non-Operating expenses							92,044				19,523
Non-Operating Income			14				379,554				—
Net loss/ profit							758,440			$	(84,536	)
Net income Minority interests							551,750
Net profit Parent							206,690
Net profit per common share - basic and diluted							0.00				(0.00	)
Weighted average common shares outstanding							127,759,628				102,833,709

  

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

 

F-2

 

 

QUALITY INDUSTRIAL CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

 

		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			—				—				896,811				897				48,603				—								49,500
Minority Interest			—				—				—				—				—				913,066				—				913,066
Net Income			—				—				—				—				—				551,750				206,690				758,440
Balance, March 31, 2024			—				—				128,026,505				128,029				17,297,567				1,464,816				(16,425,907	)			2,464,505

 

		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			—				—				—				—				—				—				—
Common stock issued for license agreement			—				—				—				—				—				—				—
Imputed Interest			—				—				—				—				—				—				—
Net Loss			—				—				—				—				—				(84,536	)			(84,536	)
Balance, March 31, 2023			—				—				102,883,709				102,886				12,174,975				(12,555,336	)			(277,475	)

 

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

 

F-3

 

 

QUALITY INDUSTRIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

		For the Three Months Ended
		March 31, 2024				March 31, 2023
Cash Flows from Operating Activities
Net profit			758,440				(84,536	)
Adjustments in operating activities:
Finance Cost			66,199				19,523
Depreciation			429
Non-Operating Income			(379,554	)
(increase)/decrease in current assets
Inventories			(48,953	)
Accounts Receivable			1,009,820
Other Current Assets			(116,672	)			(189,720	)
(increase)/decrease in current liabilities
Contract and other payables			(15,239	)			73,964
Net cash used in Operating Activities			1,274,470				(180,769	)
Cash Flows from Investing Activities
Purchase of Property, Plant and Equipment			(3,116	)
Net cash used in Investing Activities			(3,116	)
Cash Flows from Financing Activities
Proceeds from Issuance of Convertible Note			237,273				200,000
Finance Cost			(66,199	)			(19,523	)
Proceeds/repayment of Bank Borrowings			311,385
Movement in shareholders current account			(1,783,279	)
Net cash from financing activities			(1,300,820	)			180,477
Net increase (decrease) in Cash			(29,466	)			(292	)
Consolidated Cash and cash equivalents at the beginning of the period			143,938				3,136
Consolidated Cash and cash equivalents at the end of the period		$	114,472			$	2,844

  

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.

 

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.

 

F-5

 

 

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”). 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 as of Q1 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 which is no longer consolidated with our financial statements. The company is in the process of unwinding the transaction, with management aiming to recover the investment or parts of it. However, if recovery proves unattainable, the investment may need to be written off in the later years.

 

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 or controlled subsidiary are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant inter-company accounts and transactions have been eliminated.

 

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.

 

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.

 

F-6

 

 

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-7

 

 

Earnings (loss) per share

 

The Company reports earnings (loss) per share in accordance with Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for 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		March 31, 2024 (unaudited)				March 31, 2023
Basic and diluted EPS*
Numerator
Net income/(loss)			758,440				(84,536	)
Net Income attributable to common stockholders			206,690				(84,536	)
Denominator
Weighted average shares outstanding			127,759,628				102,883,709
Number of shares used for basic EPS computation			127,759,628				102,883,709
Basic EPS			0.00				(0.00	)
Number of shares used for diluted EPS computation*			128,009,628				102,883,709
Diluted EPS			0.00				(0.00	)

 

*	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.

 

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.

 

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-8

 

 

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. There was $114,472 and $2,844 in cash and cash equivalents as of March 31, 2024, and March 31, 2023, respectively.

 

NOTE 5. CURRENT ASSETS

 

Other Current Assets

 

Year		March 31, 2024 (unaudited)				December 31, 2023
Accrued Discount on Convertible notes			33,768				20,950
Buy Back Commitment			2,000,000				2,000,000
Related Party advances (ILUS)			436,988				333,133
Total other current assets		$	2,470,756			$	2,354,083

 

Accounts Receivables:

 

Accounts receivables are recorded at face value 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.

 

Accounts receivable arises from our subsidiary Al Shola Gas consolidated as of March 31, 2024. 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.

 

Accounts Receivables Ageing Al Shola Gas		March 31, 2024 (unaudited)
1-30 days			883,182
31-60 days			568,824
61-90 days			246,672
+90 days			1,001,148
Total		$	2,669,826

 

F-9

 

 

Deposits, Prepayments, & Advances

 

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.

 

Related party advances

 

As of March 31, 2024, and December 31, 2023, the Company had amounts due from Ilustrato Pictures International, Inc. (“ILUS”), a majority shareholder of the Company, of $436,988 and $333,133, respectively. These figures 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 thereafter 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.

 

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 September 15, 2023, the Company issued to Nicolas Link 2,000,000 shares of our common stock pursuant to his employee contract with a grant date and fair market value of $0.27.

 

On September 15, 2023, the Company issued to John-Paul Backwell 2,000,000 shares of our common stock, pursuant to his employee contract, with a grant date and fair market value of $0.27.

 

On September 15, 2023, the Company issued to Carsten Kjems Falk 1,250,000 shares of our common stock, pursuant to his employee contract, with a grant date and fair market value of $0.27.

 

On September 15, 2023, the Company issued to Louise Bennett 350,000 shares of our common stock, pursuant to her employee contract, with a grant date and fair market value of $0.27.

 

NOTE 6. NON-CURRENT ASSETS

 

The company holds long-term investments of $1,500,000 as of March 31, 2024, and $6,500,000 as of December 31, 2023, respectively. These investments were made for the acquisition of Quality International. On April 1, 2024, 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 as amended on July 27, 2023. The loan agreements with Mahavir and Artelliq have been unwound with the cancellation of the agreement with Quality International and is not a liability by the Company as of March 31, 2024, reducing the Non-Current assets with $5,000,000 for the quarter.

 

The company is in the process of unwinding the remaining $1,500,000 of the transaction, with management aiming to recover the investment or parts of it. However, if recovery proves unattainable, the investment may need to be written off in the later.

 

F-10

 

 

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
Plant & 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

 

Depreciation of property, plant and equipment is recognized over the estimated useful lives of the respective assets using the straight-line method. Depreciation expense for the period ended March 31, 2024, belongs to Depreciation accounted for on Plant, Property and Equipment obtained as part of our subsidiary acquisition.

 

Accumulated depreciation & Carrying value

 

		Plant & Machinery				Furniture, Fixtures & Office Equipment				Vehicles				Total
Carrying value as of January 1, 2024			5,716				4,278				0				9,994
Addition during Q1 2024			3,116												3,116
Charged Depreciation Q1 2024			471				158								429
Carrying value March 31, 2024			8,561				4,120				0				12,681

 

NOTE 7. 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.

 

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 $2,989,421 on March 31, 2024, of which 1,524,605 (51%) is owned by QIND. The remaining 1,464,816 (49%) of the Net Assets are held by minority interest. The purchase price of $10,000,000 minus the Net Assets held by the company in Al Shola Gas equating to $8,475,395 is part of the Company’s Goodwill.

 

F-11

 

 

NOTE 8. CURRENT LIABILITIES

 

Other Current Liabilities

 

Other Current Liabilities as mentioned in the below table includes short term Liabilities.

 

Other Current Liabilities		March 31, 2024 (unaudited)				December 31, 2023
Salary Payable to CCO			59,834				52,354
Accrued Interest on Convertible note			194,818				154,032
Mahavir Loan			0				3,235,000
Artelliq loan			0				2,144,554
Payable Al Shola Gas			5,500,000
Current portion of Bank Borrowings			550,060
Provision Audit Review fee			33,000				29,500
Total		$	6,337,712			$	5,615,440

 

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

 

On August 25, 2023, the Company issued to Artelliq Software Trading 6,410,971 shares of our common stock for $2,000,000 pursuant to a share purchase and buy back agreement signed on August 21, 2023. 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 have been unwound with the cancellation of the agreement with Quality International and is not a liability by the Company as of March 31, 2024, including accrued interest.

 

The payable for the acquisition of Al Shola Gas with a total of $10,000,000 has a current part of $5,500,000 over the next 12 months.

 

Short-term Borrowings amounting to $550,060 as of March 31, 2024, is the current portion of bank borrowings in our subsidiary Al Shola Gas International. 

 

Current Liabilities

 

Current liabilities with a total of $856,681 as of March 31, 2024, include Trade and Other Payables in our subsidiary Al Shola Gas International amounting to $689,394 as of March 31, 2024.

 

Al Shola Gas Accounts Payables Ageing		March 31, 2024 (unaudited)
0-30 days			46,756
31-60 days			106,828
61-90 days			47,347
+90 days			488,463
Total			689,394

 

F-12

 

 

NOTE 9. NON-CURRENT LIABILITIES

 

Other Non-Current Liabilities		March 31, 2024 (unaudited)				December 31, 2023
Convertible Notes			2,518,832				2,331,059
Long term Payable Al Shola Gas			4,500,000
Non-Current portion of Bank Borrowings			357,576
Employee end of Service Benefits			195,643
Total		$	7,572,051			$	5,331,059

 

The payable for the acquisition of Al Shola Gas with a total of $10,000,000 has a non-current part of $4,500,000 stretching beyond the next 12 months.

 

Long-term bank Borrowings amounting to $357,576 as of March 31, 2024, is the non-current portion of bank borrowings in our subsidiary Al Shola Gas International. 

 

Employee end-of-service benefits in our subsidiary Al Shola Gas amounting to $195,643 as of March 31, 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. 

 

Employee end of service benefits Al Shola Gas		March 31, 2024 (unaudited)
Balance at Beginning			154,261
Add: charge for the period			41,382
Less: Settlement for the period
Balance at the end of the period			195,643

 

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 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 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.  

 

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 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.

 

F-13

 

 

On August 15, 2023, the Company issued to 1800 Diagonal Lending Ltd. a promissory note in the principal amount of $118,367 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $15,387.71. The Company will prepay the Diagonal Lending Note in nine monthly payments each in the amount of $14,861.64. The promissory note matures on May 30, 2024, with a total payback to the Holder of $133,754.71 All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. 

 

On December 20, 2023, the Company issued a two-year convertible promissory note in the principal amount of $100,000 to RB Capital Partners Inc. The Note bears interest at 10% per annum. The Company has the right to prepay the Note at any time. All principal on the Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to $1.00 per share. 

 

On December 20, 2023, the Company issued a one-year convertible promissory note in the principal amount of $100,000 to Sean Levi. The Note bear a minimum of Twenty percent (20%) interest which will be charged on the day the company receives the IPO funding, and thereafter Fifteen percent (15%) per annum will be charged. The Note is for a period of 1 year and cannot be converted until six (6) months from the date first written above has passed. All principal on the Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to the price of 25% of the listing price, or if the company does not uplist, at a 50% discount of the market price.

 

On 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. 

 

On March 8, 2024, we issued a one-year convertible promissory note Jefferson Street Capital LLC in the principal amount of $118,367. The note is convertible into common stock at the rate of $0.35 and bears 7% interest per annum.

 

Options and Warrants

 

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

 

On April 19, 2023, the Company issued a common share purchase warrant to Exchange Listing LLC (the “Exchange Common Share Purchase Warrant”). The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 200,000 of the Company’s common shares (whereby such number may be adjusted from time to time pursuant to the terms and conditions of the Exchange Common Share Purchase Warrant) at the exercise price of $0.58, per share then in effect.

 

On May 23, 2023, the Company issued a common share purchase warrant to Jefferson Street Capital LLC (the “Jefferson Common Share Purchase Warrant”). The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 50,000 of the Company’s common shares (whereby such number may be adjusted from time to time pursuant to the terms and conditions of the Jefferson Common Share Purchase Warrant) at the exercise price of $3.50, per share then in effect.

 

NOTE 10. 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 March 31, 2024, and December 31, 2023, there were 128,026,503 and 127,129,694 shares of common stock issued and outstanding, respectively.

 

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

 

F-14

 

 

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 January 11, 2024, the Company issued 281,426 shares of our common stock to Jefferson Street Capital LLC for $15,000, 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 $15,000, pursuant to a convertible note signed on May 23, 2023.

 

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. 

 

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

 

On March 12, 2024, we issued a convertible promissory note to 1800 Diagonal Lending LLC in the principal amount of $118,367 and with 13% interest. The total of $133,754 including interest is to be paid back in nine monthly payments of $14,861.56 until December 15, 2024.

 

NOTE 11. MINORITY INTEREST

 

The Company acquired 51% of Al Shola Gas LLC for $10,000,000 now owning 51% of the Net Assets of Al Shola Gas. The Net Assets of Al Shola Gas was $2,989,421 on March 31, 2024, of which 1,524,605 (51%) is owned by QIND. The remaining 1,464,816 (49%) of the Net Assets held by minority interest.

 

NOTE 12. OPERATING EXPENSES

 

General and Administrative Expenses		March 31, 2024 (unaudited)				March 31, 2023
Office Expenses			22,933
Human resource expenses			236,115
Repair & maintenance			11,987
Discount allowed			13,753
Rent & leases			34,549
Utilities			24,028
Fuel			52,700
Travelling			3,813
Management Remuneration ASG			90,252
Sponsor fees			14,702
Labor accommodation			13,885
Registration & Renewal Trade License			4,441
Rebate Against Utility Operations			68,903
G&A QIND*			32,856				34,609
Total		$	624,917			$	34,609

 

*	Stock-based compensation to staff for the quarter ended March 31, 2024, and 2023, was $0 and $0, respectively.

 

F-15

 

 

NOTE 13. NON-OPERATING EXPENSES

 

Other Non-Operating Expenses		March 31, 2024 (unaudited)				March 31, 2023
Discount on Convertible Notes			20,916				0
Conversion fees			4,500				0
Total		$	25,416			$	0

 

NOTE 14. NON-OPERATING INCOME

 

The Company Earned other income of $379,544 and $0 for the quarter ended March 31, 2024, and 2023, respectively. The gain for the three months ended March 31, 2024, was as a result of reversal of interest on loan agreements to Mahavir and Artelliq.

 

The table below presents the breakdown of non-Operating income:

 

Non-Operating income		March 31, 2024 (unaudited)				March 31, 2023
Reversal of Interest - Loan Agreements Mahavir & Artelliq			379,544				0
Total		$	379,544			$	0

 

Misc. Income:

 

NOTE 15. SUBSEQUENT EVENTS

 

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

 

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. The shares have been returned to the treasury.

 

On May 7, 2024, the Company issued 416,141 shares of our common stock to Jefferson Street Capital LLC for $15,000, pursuant to a convertible note signed on May 23, 2023.

 

On May 13, 2024, the Company issued 150,000 shares of our common stock to Paul Keely for services with a fair market value of $0.07.

 

F-16

 

 

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 which 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 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.

 

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 transaction, with management aiming to recover the investment or parts of it. However, if recovery proves unattainable, the investment may need to be written off in the later years.

 

2

 

 

Planned Developments

 

In the first 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.

 

We aim to hire a new Chief Financial Officer before a planned uplisting to a National Exchange through a merger, for which the company is currently in ongoing discussions with a National Exchange listed company.

 

Results of Operation for the Three Months Ended March 31, 2024, and 2023

 

Revenues

 

We earned $3,086,519 in revenue for the three months ended March 31, 2024, compared with $0 in revenue for the three months ended March 31, 2023. The increase in revenue is a result of revenue from our acquisition of Al Shola Gas.

 

Operating Expenses 

 

Operating expenses increased from $65,013 for the three months ended March 31, 2023, to $673,310 for the three months ended March 31, 2023. Our operating expenses in Q1 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 in Q1 2023, were mainly the result of Professional fees and operating expenses.

 

We anticipate that our operating expenses will increase as we undertake our expansion 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. 

 

Non-Operating Expenses & Income

 

We had other non-operating expenses of $92,044 for the three months ended March 31, 2024, as compared $19,523 in other expenses for the same period ended 2023. The increase in other operating expenses in Q1 2024, were mainly the result of Depreciation on Fixed assets and Interest on Convertible notes.

 

Non-Operating Income

 

We had other non-operating income of $379,554 for the three months ended March 31, 2024, as compared $0 for the same period ended 2023. Our other income in Q1 2024 was a result of reversal of interest payments on the loan agreements with Mahavir and Artelliq which has been unwound with cancellation of the agreement with Quality International.

 

Net Income/Net Loss

 

We incurred Net Income of $758,440 for the three months ended March 31, 2024, compared to a net loss of $84,536 for the three months ended March 31, 2023. The increase in Net Profit for the quarter ended March 31, 2024, is a result of Net Income from our acquisition of Al Shola Gas and reversal of interest payments on the loan agreements with Mahavir and Artelliq.

 

Liquidity and Capital Resources

 

As of March 31, 2024, we had total current assets of $7,242,873 and total current liabilities of $7,194,393 which include the payable amount of $5,500,000 as part of the purchase consideration for the acquisition of our operating company, Al Shola Gas, which will be paid over the next 12 months. We had a positive working capital of $48,480 as of March 31, 2024. This compares with a working capital deficit of $3,425,442 as of December 31, 2023.

 

Operating activities provided $1,274,470 in cash for the three months ended March 31, 2024, as compared with $180,477 provided in cash for the three months ended March 31, 2023. Our positive operating cash flow for Q1 2023 was mainly the result of growth in core business activities being higher operating profit and in the accounts receivables.

 

3

 

 

Investing activities used $3,116 in cash for the three months ended March 31, 2024, as compared with $0 used in cash for the three months ended March 31, 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 $1,300,820 in cash for the three months ended March 31, 2024, as compared with $180,769 in cash provided for the same period ended 2023. Our financing cash flow for Q1 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.

 

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 polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which 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.

 

4

 

 

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.

 

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 March 31, 2024, that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

 

5

 

 

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
10.1*		Share Purchase Agreement, dated March 27, 2024, with shareholder of Al Shola Al Modea Distribution LLC, (Incorporated by reference to the Current Report on Form 8-K filed with the SEC on April 2, 2024)
10.2**		Asset Purchase Agreement, dated April 26, 2024, with Rasmus Refer.
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

 

*

Incorporated by reference to the Registration Statement on Form 10-K filed with the Securities and Exchange Commission on March 31, 2023

 

**

Provided herewith

 

6

 

 

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:	May 15, 2024
By:	/s/ John-Paul Backwell
	John-Paul Backwell
Title:	Chief Executive Officer (principal executive and principal accounting and financial officer)

 

7

Exhibit 10.2

 

 

ASSET PURCHASE AGREEMENT

 

This Asset Purchase Agreement (this “Agreement”), dated as of April 26, 2024, by and between Rasmus Refer a Danish resident (“Buyer”), and Quality industrial Corp., a Nevada corporation (“Seller”).

 

RECITALS

 

WHEREAS, Seller desires to sell, assign, transfer and convey, and Buyer desires to purchase, all of the legacy assets of Seller indicated on Exhibit A attached hereto (the “Assets”) upon the terms and conditions hereinafter set forth.

 

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements herein contained, the parties hereby agree as follows:

 

1. Purchase and Sale. On the terms and subject to the conditions herein set forth, at the Closing (as such term is hereinafter defined), Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept delivery of, all of the Assets, namely all remaining inventory; all current Patents, IP, Trademarks, brand, Marks, image, name, name use rights etc; free and clear of any security interest, pledge, mortgage, lien, charge, encumbrance, license, easement, right-of-way, cloud on title, adverse claim, preferential arrangement or restriction of any kind, including, but not limited to, any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (collectively, the “Encumbrances”). Buyer’s acquisition shall be of Assets only, and shall have no obligation for any debt of the Company, pre-existing or otherwise.

 

2. Method of Conveyance; Transfer Taxes.

 

(a) The sale, transfer, conveyance, assignment and delivery by Seller of the Assets to Buyer in accordance with the terms and provisions of this Agreement shall be effected on the Closing by Seller’s execution and delivery of warranty deeds, bills of sale and other instruments of conveyance and transfer in forms satisfactory to Buyer (collectively, the “Instruments of Conveyance”).

 

(b) At the Closing, good and valid title to all of the Assets shall be transferred, conveyed, assigned and delivered by Seller to Buyer, as evidenced by this Agreement and the Instruments of Conveyance, free and clear of any and all Encumbrances, except for those Encumbrances specifically identified on Exhibit B attached hereto.

 

 

 

 

 

 

 

(c) All municipal, county, state and federal sales and transfer taxes incurred, if any, in connection with the transactions contemplated by this Agreement shall be the responsibility of, and paid promptly by, Seller. Each party, as appropriate, shall in a timely manner sign and swear to any return, certificate, questionnaire or affidavit as to any matter within its knowledge required in connection with the payment of any such tax.

 

3. Excluded Obligations. Buyer shall not assume or be responsible for any liability, obligation, debt or commitment, including but not limited to liabilities or obligations:

 

(a) of Seller which are incident to, or arise out of or are incurred with respect to, this Agreement and the transactions contemplated hereby (including any and all of Seller’s legal and accounting fees, and any transfer or other taxes arising out of the transactions contemplated hereby);

 

(b) which arise or are asserted by reason of contracts, agreements, events, acts or omissions, injuries or transactions which shall have occurred prior to the Closing;

 

(c) for any and all federal, state, local and foreign income, franchise, sales and use taxes in respect of all periods prior to the Closing;

 

(d) which are not specifically related to the assets and business of Seller being sold hereunder;

 

(e) which might be imposed, or which any third person might seek to impose against Buyer by operation of any law, including, but not limited to, any liability as a successor to any part of Seller’s business; or

 

(f) any liability, obligation, debt or commitment relating in any way to any of the Assets.

 

4. Purchase Price. In consideration for the Assets, Buyer shall pay to the Seller indicated on Exhibit B attached hereto (the “Consideration”).

 

5. Closing. The closing of the transactions provided for in this Agreement (the “Closing”) shall take place on the date hereof.

 

6. Allocation of Purchase Price. Buyer and Seller hereby agree that the Purchase Price paid by the Purchaser in connection with the sale and purchase of the Assets shall be allocated by the Purchaser and the Seller as set forth on Exhibit B hereof. Such agreed allocation will be intended to comply with Section 1060 of the Internal Revenue Code of 1986, as amended, and the parties hereby agree to report the transactions contemplated by this Agreement for federal income tax purposes in accordance with such allocation.

 

 

 

2

 

 

 

7. Representations and Warranties of Buyer. Buyer hereby represents, warrants and covenants to Seller as follows:

 

7.1 Corporate Organization, Etc. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Buyer has all requisite power to own, operate and lease its properties and carry on its business as the same is now being conducted.

 

7.2 Authorization, Etc. Buyer has the full right, power and authority to enter into and perform this Agreement and all other agreements, certificates and documents executed or delivered, or to be executed and delivered, by Buyer in connection herewith and to carry out the transactions contemplated hereby and thereby. Buyer’s execution, delivery and performance of this Agreement and all other agreements, certificates and documents executed or delivered, or to be executed and delivered, by Buyer in connection herewith have been duly authorized by all necessary action or as otherwise required by law. This Agreement has been duly executed and delivered by Buyer, and this Agreement and all other agreements and documents executed or delivered by Buyer in connection herewith are (or when executed and delivered by Buyer will be) legal, valid and binding agreements of Buyer, enforceable in accordance with their respective terms.

 

7.3 No Violation. Neither the execution and delivery of this Agreement (or any of the other agreements or documents which have been or will be executed or delivered by Buyer in connection herewith) nor the consummation of the transactions contemplated hereby (or thereby) will violate any provision of or be in conflict with, or constitute a default (or an event which, with or without notice, lapse of time or both, would constitute a default) under, or result in the termination or invalidity of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any Encumbrance upon the Buyer’s property or assets under any agreement or commitment to which Buyer is a party or by which they may be bound, or to which the Buyer 's property is subject, or violate any statute or law or any judgment, decree, order, regulation or rule of any domestic or foreign court or governmental authority.

 

7.4 Consents and Approvals of Governmental Authorities and Others. No consent, approval or authorization of, or declaration, filing or registration with, or the giving of notice to, any domestic or foreign governmental or regulatory authority or any other person or entity is required in connection with the execution, delivery and performance by Buyer of this Agreement or the consummation by Buyer of the transactions contemplated hereby, other than the filing of a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”).

 

 

 

3

 

 

 

7.5 Brokers and Finders. No person has been authorized by Buyer, or by anyone acting on behalf of Buyer or its respective officers, directors or employees, to act as a broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement in such manner as to give rise to any valid claim against Buyer or the Seller for any broker’s or finder’s fee or commission or similar type of compensation.

 

8. Representations and Warranties of Seller. Seller hereby represents, warrants and covenants to Buyer as follows:

 

8.1 Corporate Organization, Etc. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada. Seller has all requisite power to own, operate and lease its properties and carry on its business as the same is now being conducted.

 

8.2 Authorization, Etc. Seller has the full right, power and authority to enter into and perform this Agreement and all other agreements, certificates and documents executed or delivered, or to be executed and delivered, by Seller in connection herewith and to carry out the transactions contemplated hereby and thereby. Seller’s execution, delivery and performance of this Agreement and all other agreements, certificates and documents executed or delivered, or to be executed and delivered, by Seller in connection herewith have been duly authorized by all necessary action or as otherwise required by law. This Agreement has been duly executed and delivered by Seller, and this Agreement and all other agreements and documents executed or delivered by Seller in connection herewith are (or when executed and delivered by Seller will be) legal, valid and binding agreements of Seller, enforceable in accordance with their respective terms.

 

8.3 No Violation. Neither the execution and delivery of this Agreement (or any of the other agreements or documents which have been or will be executed or delivered by Seller in connection herewith) nor the consummation of the transactions contemplated hereby (or thereby) will violate any provision of or be in conflict with, or constitute a default (or an event which, with or without notice, lapse of time or both, would constitute a default) under, or result in the termination or invalidity of, or accelerate the performance required by, or cause the acceleration of the maturity of any debt or obligation pursuant to, or result in the creation or imposition of any encumbrance upon the Seller’s property or assets under any agreement or commitment to which Seller is a party or by which they may be bound, or to which the Seller’s property is subject, or violate any statute or law or any judgment, decree, order, regulation or rule of any domestic or foreign court or governmental authority.

 

8.4 Title to Properties; Encumbrances. Seller has good, valid and marketable title to the Assets. The Assets are free and clear of all title defects or objections, restrictions, prior assignments, or other Encumbrances of any nature whatsoever, including without limitation, any leases, escrows, security or other deposits, chattel mortgages, conditional sales contracts, collateral security arrangements and other title or interest retention arrangements, except for liens for current taxes not yet due.

 

 

 

4

 

 

 

8.5 Consents and Approvals of Governmental Authorities and Others. No consent, approval or authorization of, or declaration, filing or registration with, or the giving of notice to, any domestic or foreign governmental or regulatory authority or any other person or entity is required in connection with the execution, delivery and performance by Seller of this Agreement or the consummation by Seller of the transactions contemplated hereby, other than a Current Report on Form 8-K to be filed by the SEC.

 

8.6 Brokers and Finders. No person has been authorized by Seller, or by anyone acting on behalf of Seller or its respective officers, directors or employees, to act as a broker, finder or in any other similar capacity in connection with the transactions contemplated by this Agreement in such manner as to give rise to any valid claim against Buyer or the Seller for any broker’s or finder’s fee or commission or similar type of compensation.

 

9. Survival of Representations and Warranties; Indemnification; Covenants.

 

9.1 Survival of Representations and Warranties. All representations and warranties of Seller contained in this Agreement shall survive the Closing Date.

 

9.2 Statements as Representations and Warranties. All statements contained herein, or in any other document delivered or to be delivered pursuant to this Agreement shall be deemed representations and warranties as such terms are used in this Agreement and any misstatement or omission in any representation or warranty shall be deemed a breach of such representation or warranty hereunder and in the event of any such breach, the Buyer shall be entitled to indemnification in the manner and to the extent set forth in this Article.

 

9.3 Indemnification by Seller. Seller agrees to indemnify, defend and hold harmless Buyer and all directors, officers, employees and representatives of Buyer, at any time after the Closing from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorneys’ fees and expenses (collectively, “Losses”) asserted against, resulting to, imposed upon or incurred by the Buyer, directly or indirectly, arising out of or in connection with:

 

(a) the inaccuracy of any of the representations, warranties, covenants or agreements of Seller made in or pursuant to this Agreement; and

 

(b) the breach or alleged breach of any warranty or representation of Seller of any covenant, obligation, condition or agreement of Seller to be performed, fulfilled or complied with by Seller in or pursuant to this Agreement.

 

 

 

5

 

 

 

9.4 Indemnification by Buyer. Buyer agrees to indemnify, defend and hold harmless Seller and all directors, officers, stockholders, employees and representatives of Seller, at any time after the Closing from and against all Losses asserted against, resulting to, imposed upon or incurred by the Seller, directly or indirectly, arising out of or in connection with:

 

(a) the inaccuracy of any of the representations, warranties, covenants or agreements of Buyer made in or pursuant to this Agreement; and

 

(b) the breach or alleged breach of any warranty or representation of Buyer of any covenant, obligation, condition or agreement of Buyer to be performed, fulfilled or complied with by Buyer in or pursuant to this Agreement.

 

10. Miscellaneous Provisions.

 

10.1 Amendment and Modification. This Agreement may be amended, modified and supplemented by the parties hereto only by written instrument signed by or on behalf of each of the parties hereto by their duly authorized officers or representatives, and not by the conduct of the parties or otherwise.

 

10.2 Further Assurances. In case at any time after the Closing, any further action or the execution and delivery of any additional documents or instruments shall be necessary or desirable to carry out the purposes of this Agreement and render effective the consummation of the transactions contemplated herein, the parties shall take such actions and execute such additional documents and instruments as may be reasonably requested the other party.

 

10.3 Headings. The section headings contained in this Agreement are solely for the purpose of reference, are not part of the Agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

 

10.4 Expenses. Whether or not the transactions contemplated by this Agreement are consummated, each of the parties hereto shall pay the fees and expenses of their respective counsel, accountants and other experts, and shall pay all other expenses incurred by each of them incident to the negotiation, preparation, execution and consummation of this Agreement.

 

10.5 Notices. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand or on the third day after being mailed by certified or registered mail, to the respective addresses of the parties.

 

10.6 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Nevada applicable to agreements made and to be performed therein without giving effect to conflicts of law principles.

 

10.7 Severability. The invalidity of any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part hereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, sections or subsections contained in this Agreement shall be declared invalid by a court of competent jurisdiction, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, section or sections, subsection or subsections had not been inserted.

 

 

 

[Remainder of Page Intentionally Omitted; Signature Pages to Follow]

 

6

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

	SELLER:
	Quality industrial Corp.
	By:	/s/ John-Paul Backwell
		Name:	John-Paul Backwell
		Title:	CEO
	BUYER:
	Rasmus Refer
	By:	/s/ Rasmus Refer
		Name:	Rasmus Refer
		Title:	CEO

 

 

 

 

7

 

 

 

Exhibit A

In-tangible Assets:

 

(i)

Patents

 

a.

None

 

(ii)

Licensed Know-how

 

All intangible assets of Seller, including but not limited to:

 

a.

Full unrestricted access to all Source codes behind the Wikisoft com and wikiprofile.com

 

b.

Ownership Rights on Etheralabs.io

 

	c.	License to use and capitalize on the Wikisoft and wikiprofie’s name, Platforms and technology.

	d.	Legacy domain names such as but not limited to wikisoft.com, wikiprofile.com

	e.	System Automation

	f.	Back-end and Customer Relationship Management (CRM)

	g.	Source codes for Databases

h.

All electronic customer lists and accounts

 

Exhibit B

 

Consideration:

 

1)

Buyer hereby agrees to transfer 480,000 common stocks to Quality Industrial Corp. (“QIND”) with a fair market value of $0.10 per common stock.

 

2)

Buyer and any affilates of the buyer, as of the date of this agreement, hereby agree to a 6 months lock-up of all stock held at Transfer Agent in Quality Industrial Corp. (“QIND”). Buyer is subject to a leak-out of stocks held at broker for a periode of 6 months and will not sell more than 100,000 of QIND common stock in any 5 day period.

 

3)

       

Total value consideration: $48,000

 

  

 

 

8

 

 

Exhibit 31.1

 

CERTIFICATIONS

 

I, John-Paul Backwell, certify that:

 

1.	I have reviewed this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 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: May 15th, 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 for the fiscal quarter ended March 31, 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: May 15th, 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 of Quality Industrial Corp. (the “Company”) for the fiscal quarter ended March 31, 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: May 15th, 2024	By:	/s/ John-Paul Backwell
		John-Paul Backwell
		Chief Executive Officer (principal executive)

    

	Quality Industrial Corp.
Dated: May 15th, 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	3 Months Ended
	Mar. 31, 2024	May 14, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
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		128,592,644

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets
Cash and Cash Equivalents	$ 114,472	$ 2,492
Inventory	1,406,231
Accounts Receivable	2,699,826
Deposits, Prepayments, & Advances	551,588	2,354,083
Other Current Assets	2,470,756
Total Current Assets	7,242,873	2,356,575
Non-Current Assets
Long Term Investments	1,500,000	6,500,000
Property, Plant & Equipment	12,681
Goodwill	8,475,395
Total Non-current Assets	9,988,076	6,500,000
Total Assets	17,230,949	8,856,575
Current Liabilities
Accounts Payable	856,681	166,577
Other Current Liabilities	6,337,712	5,615,440
Total Current Liabilities	7,194,393	5,782,017
Non-Current Liabilities
Convertible Notes	2,518,832	2,331,059
Other Non-Current Liabilities	5,053,219
Total Long-Term Liabilities	7,572,051	2,331,059
Total Liabilities	14,766,444	8,113,076
Stockholders’ Equity
Preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding as of as of December 31, 2022, and December 31, 2021, respectively
Common stock; $0.001 par value; 200,000,000 shares authorized; 128,026,503 and 127,129,694 shares issued and outstanding as of March 31, 2024, and December 31, 2023, respectively	128,029	127,132
Additional paid-in capital	17,297,567	17,248,964
Retained Earnings/ accumulated Deficit	(16,425,907)	(16,632,597)
Minority Interest	1,464,816
Total stockholders’ Equity	2,464,505	743,499
Total liabilities and stockholders’ Equity	$ 17,230,949	$ 8,856,575

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 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	128,026,503	127,129,694
Common Stock, Shares, Outstanding	128,026,503	127,129,694

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Revenue	$ 3,086,519
Cost of revenues	1,942,279
Gross profit	1,144,240
Operating expenses
Professional fees	48,393	30,404
General and administrative	624,917	34,609
Total Operating Expenses	673,310	65,013
Profit/ loss from Operations	470,930	(65,013)
Non-Operating expense
Depreciation	429
Interest on Convertible Notes	66,199	19,523
Other Non-Operating Expenses	25,416
Total Non-Operating expenses	92,044	19,523
Non-Operating Income	379,554
Net loss/ profit	758,440	(84,536)
Net income Minority interests	551,750
Net profit Parent	$ 206,690
Net profit per common share - basic (in Dollars per share)	$ 0	$ 0
Weighted average common shares outstanding (in Shares)	127,759,628	102,833,709

Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net profit per common share - diluted	$ 0.00	$ 0.00

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
Common stock issued for license agreement
Minority Interest
Net income (loss)					(84,536)	(84,536)
Balance at Mar. 31, 2023		$ 102,886	12,174,975		(12,555,336)	(277,475)
Balance (in Shares) at Mar. 31, 2023		102,883,709
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)		896,811
Minority Interest				913,066		913,066
Net income (loss)				551,750	206,690	758,440
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		128,026,505

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities
Net income (loss)	$ 758,440	$ (84,536)
Adjustments in operating activities:
Finance Cost	66,199	19,523
Depreciation	429
Non-Operating Income	(379,554)
(increase)/decrease in current assets
Inventories	(48,953)
Accounts Receivable	1,009,820
Other Current Assets	(116,672)	(189,720)
Contract and other payables	(15,239)	73,964
Net cash used in Operating Activities	1,274,470	(180,769)
Cash Flows from Investing Activities
Purchase of Property, Plant and Equipment	(3,116)
Net cash used in Investing Activities	(3,116)
Cash Flows from Financing Activities
Proceeds from Issuance of Convertible Note	237,273	200,000
Finance Cost	(66,199)	(19,523)
Proceeds/repayment of Bank Borrowings	311,385
Movement in shareholders current account	(1,783,279)
Net cash from financing activities	(1,300,820)	180,477
Net increase (decrease) in Cash	(29,466)	(292)
Consolidated Cash and cash equivalents at the beginning of the period	143,938	3,136
Consolidated Cash and cash equivalents at the end of the period	$ 114,472	$ 2,844

Our History	3 Months Ended
	Mar. 31, 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”). 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 as of Q1 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 which is no longer consolidated with our financial statements. The company is in the process of unwinding the transaction, with management aiming to recover the investment or parts of it. However, if recovery proves unattainable, the investment may need to be written off in the later years.

Summary of Significant Policies	3 Months Ended
	Mar. 31, 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 or controlled subsidiary are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant inter-company accounts and transactions have been eliminated.   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.   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 Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for 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   March 31, 2024 (unaudited)     March 31, 2023   Basic and diluted EPS*             Numerator             Net income/(loss)     758,440       (84,536 ) Net Income attributable to common stockholders     206,690       (84,536 ) Denominator                 Weighted average shares outstanding     127,759,628       102,883,709   Number of shares used for basic EPS computation     127,759,628       102,883,709   Basic EPS     0.00       (0.00 ) Number of shares used for diluted EPS computation*     128,009,628       102,883,709   Diluted EPS     0.00       (0.00 )   * 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.   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.   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.

Going Concern	3 Months Ended
	Mar. 31, 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	3 Months Ended
	Mar. 31, 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. There was $114,472 and $2,844 in cash and cash equivalents as of March 31, 2024, and March 31, 2023, respectively.

Current Assets	3 Months Ended
	Mar. 31, 2024
Current Assets [Abstract]
CURRENT ASSETS	NOTE 5. CURRENT ASSETS   Other Current Assets   Year   March 31, 2024 (unaudited)     December 31, 2023   Accrued Discount on Convertible notes     33,768       20,950   Buy Back Commitment     2,000,000       2,000,000   Related Party advances (ILUS)     436,988       333,133   Total other current assets   $ 2,470,756     $ 2,354,083     Accounts Receivables:   Accounts receivables are recorded at face value 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.   Accounts receivable arises from our subsidiary Al Shola Gas consolidated as of March 31, 2024. 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.   Accounts Receivables Ageing Al Shola Gas   March 31, 2024 (unaudited)   1-30 days     883,182   31-60 days     568,824   61-90 days     246,672   +90 days     1,001,148   Total   $ 2,669,826     Deposits, Prepayments, & Advances   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.   Related party advances   As of March 31, 2024, and December 31, 2023, the Company had amounts due from Ilustrato Pictures International, Inc. (“ILUS”), a majority shareholder of the Company, of $436,988 and $333,133, respectively. These figures 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 thereafter 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.   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 September 15, 2023, the Company issued to Nicolas Link 2,000,000 shares of our common stock pursuant to his employee contract with a grant date and fair market value of $0.27.   On September 15, 2023, the Company issued to John-Paul Backwell 2,000,000 shares of our common stock, pursuant to his employee contract, with a grant date and fair market value of $0.27.   On September 15, 2023, the Company issued to Carsten Kjems Falk 1,250,000 shares of our common stock, pursuant to his employee contract, with a grant date and fair market value of $0.27.   On September 15, 2023, the Company issued to Louise Bennett 350,000 shares of our common stock, pursuant to her employee contract, with a grant date and fair market value of $0.27.

Non-Current Assets	3 Months Ended
	Mar. 31, 2024
Non-Current Assets [Abstract]
NON-CURRENT ASSETS	NOTE 6. NON-CURRENT ASSETS   The company holds long-term investments of $1,500,000 as of March 31, 2024, and $6,500,000 as of December 31, 2023, respectively. These investments were made for the acquisition of Quality International. On April 1, 2024, 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 as amended on July 27, 2023. The loan agreements with Mahavir and Artelliq have been unwound with the cancellation of the agreement with Quality International and is not a liability by the Company as of March 31, 2024, reducing the Non-Current assets with $5,000,000 for the quarter.   The company is in the process of unwinding the remaining $1,500,000 of the transaction, with management aiming to recover the investment or parts of it. However, if recovery proves unattainable, the investment may need to be written off in the later.   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   Plant & 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   Depreciation of property, plant and equipment is recognized over the estimated useful lives of the respective assets using the straight-line method. Depreciation expense for the period ended March 31, 2024, belongs to Depreciation accounted for on Plant, Property and Equipment obtained as part of our subsidiary acquisition.   Accumulated depreciation & Carrying value       Plant & Machinery     Furniture, Fixtures & Office Equipment     Vehicles     Total   Carrying value as of January 1, 2024     5,716       4,278       0       9,994   Addition during Q1 2024     3,116                       3,116   Charged Depreciation Q1 2024     471       158               429   Carrying value March 31, 2024     8,561       4,120       0       12,681

Goodwill	3 Months Ended
	Mar. 31, 2024
Goodwill [Abstract]
GOODWILL	NOTE 7. 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.   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 $2,989,421 on March 31, 2024, of which 1,524,605 (51%) is owned by QIND. The remaining 1,464,816 (49%) of the Net Assets are held by minority interest. The purchase price of $10,000,000 minus the Net Assets held by the company in Al Shola Gas equating to $8,475,395 is part of the Company’s Goodwill.

Current Liabilities	3 Months Ended
	Mar. 31, 2024
Current Liabilities [Abstract]
CURRENT LIABILITIES	NOTE 8. CURRENT LIABILITIES   Other Current Liabilities   Other Current Liabilities as mentioned in the below table includes short term Liabilities.   Other Current Liabilities   March 31, 2024 (unaudited)     December 31, 2023   Salary Payable to CCO     59,834       52,354   Accrued Interest on Convertible note     194,818       154,032   Mahavir Loan     0       3,235,000   Artelliq loan     0       2,144,554   Payable Al Shola Gas     5,500,000           Current portion of Bank Borrowings     550,060           Provision Audit Review fee     33,000       29,500   Total   $ 6,337,712     $ 5,615,440     On July 27, 2023, our Company borrowed from Mahavir Investments Limited, the principal amount of $3,000,000 (the “Mahavir Loan”). The Mahavir Loan bears interest at 20% per annum and is payable in nine tranches. We have the right to prepay the Mahavir Loan at any time. The loan matures on April 30, 2024. The $3,000,000 was paid to Quality International as a tranche payment of the amended purchase agreement.   On August 25, 2023, the Company issued to Artelliq Software Trading 6,410,971 shares of our common stock for $2,000,000 pursuant to a share purchase and buy back agreement signed on August 21, 2023. 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 have been unwound with the cancellation of the agreement with Quality International and is not a liability by the Company as of March 31, 2024, including accrued interest.   The payable for the acquisition of Al Shola Gas with a total of $10,000,000 has a current part of $5,500,000 over the next 12 months.   Short-term Borrowings amounting to $550,060 as of March 31, 2024, is the current portion of bank borrowings in our subsidiary Al Shola Gas International.    Current Liabilities   Current liabilities with a total of $856,681 as of March 31, 2024, include Trade and Other Payables in our subsidiary Al Shola Gas International amounting to $689,394 as of March 31, 2024.   Al Shola Gas Accounts Payables Ageing   March 31, 2024 (unaudited)           0-30 days     46,756   31-60 days     106,828   61-90 days     47,347   +90 days     488,463   Total     689,394

Non-Current Liabilities	3 Months Ended
	Mar. 31, 2024
Non-Current Liabilities [Abstract]
NON-CURRENT LIABILITIES	NOTE 9. NON-CURRENT LIABILITIES   Other Non-Current Liabilities   March 31, 2024 (unaudited)     December 31, 2023   Convertible Notes     2,518,832       2,331,059   Long term Payable Al Shola Gas     4,500,000           Non-Current portion of Bank Borrowings     357,576           Employee end of Service Benefits     195,643           Total   $ 7,572,051     $ 5,331,059     The payable for the acquisition of Al Shola Gas with a total of $10,000,000 has a non-current part of $4,500,000 stretching beyond the next 12 months.   Long-term bank Borrowings amounting to $357,576 as of March 31, 2024, is the non-current portion of bank borrowings in our subsidiary Al Shola Gas International.    Employee end-of-service benefits in our subsidiary Al Shola Gas amounting to $195,643 as of March 31, 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.    Employee end of service benefits Al Shola Gas   March 31, 2024 (unaudited)   Balance at Beginning     154,261   Add: charge for the period     41,382   Less: Settlement for the period         Balance at the end of the period     195,643     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 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 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.     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 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.   On August 15, 2023, the Company issued to 1800 Diagonal Lending Ltd. a promissory note in the principal amount of $118,367 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $15,387.71. The Company will prepay the Diagonal Lending Note in nine monthly payments each in the amount of $14,861.64. The promissory note matures on May 30, 2024, with a total payback to the Holder of $133,754.71 All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date.    On December 20, 2023, the Company issued a two-year convertible promissory note in the principal amount of $100,000 to RB Capital Partners Inc. The Note bears interest at 10% per annum. The Company has the right to prepay the Note at any time. All principal on the Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to $1.00 per share.    On December 20, 2023, the Company issued a one-year convertible promissory note in the principal amount of $100,000 to Sean Levi. The Note bear a minimum of Twenty percent (20%) interest which will be charged on the day the company receives the IPO funding, and thereafter Fifteen percent (15%) per annum will be charged. The Note is for a period of 1 year and cannot be converted until six (6) months from the date first written above has passed. All principal on the Note is convertible into shares of our common stock after six months from issuance at the election of the holder at a conversion price equal to the price of 25% of the listing price, or if the company does not uplist, at a 50% discount of the market price.   On 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.    On March 8, 2024, we issued a one-year convertible promissory note Jefferson Street Capital LLC in the principal amount of $118,367. The note is convertible into common stock at the rate of $0.35 and bears 7% interest per annum.   Options and Warrants   In accordance with ASC 470, warrants have been classified as a liability and recorded at their exercise price.   On April 19, 2023, the Company issued a common share purchase warrant to Exchange Listing LLC (the “Exchange Common Share Purchase Warrant”). The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 200,000 of the Company’s common shares (whereby such number may be adjusted from time to time pursuant to the terms and conditions of the Exchange Common Share Purchase Warrant) at the exercise price of $0.58, per share then in effect.   On May 23, 2023, the Company issued a common share purchase warrant to Jefferson Street Capital LLC (the “Jefferson Common Share Purchase Warrant”). The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 50,000 of the Company’s common shares (whereby such number may be adjusted from time to time pursuant to the terms and conditions of the Jefferson Common Share Purchase Warrant) at the exercise price of $3.50, per share then in effect.

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2024
Stockholders’ Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10. 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 March 31, 2024, and December 31, 2023, there were 128,026,503 and 127,129,694 shares of common stock issued and outstanding, respectively.   As of March 31, 2024, and December 31, 2023, there were 0 and 0 shares of preferred stock of the Company issued and outstanding, respectively.   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 January 11, 2024, the Company issued 281,426 shares of our common stock to Jefferson Street Capital LLC for $15,000, 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 $15,000, pursuant to a convertible note signed on May 23, 2023.   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.    On February 15, 2024, the Company issued 307,692 shares of our common stock for $15,000 to Jefferson Street Capital LLC, pursuant to a convertible note signed on May 23, 2023.   On March 12, 2024, we issued a convertible promissory note to 1800 Diagonal Lending LLC in the principal amount of $118,367 and with 13% interest. The total of $133,754 including interest is to be paid back in nine monthly payments of $14,861.56 until December 15, 2024.

Minority Interest	3 Months Ended
	Mar. 31, 2024
Minority Interest [Abstract]
MINORITY INTEREST	NOTE 11. MINORITY INTEREST   The Company acquired 51% of Al Shola Gas LLC for $10,000,000 now owning 51% of the Net Assets of Al Shola Gas. The Net Assets of Al Shola Gas was $2,989,421 on March 31, 2024, of which 1,524,605 (51%) is owned by QIND. The remaining 1,464,816 (49%) of the Net Assets held by minority interest.

Operating Expenses	3 Months Ended
	Mar. 31, 2024
Operating Expenses [Abstract]
OPERATING EXPENSES	NOTE 12. OPERATING EXPENSES   General and Administrative Expenses   March 31, 2024 (unaudited)     March 31, 2023   Office Expenses     22,933           Human resource expenses     236,115           Repair & maintenance     11,987           Discount allowed     13,753           Rent & leases     34,549           Utilities     24,028           Fuel     52,700           Travelling     3,813           Management Remuneration ASG     90,252           Sponsor fees     14,702           Labor accommodation     13,885           Registration & Renewal Trade License     4,441           Rebate Against Utility Operations     68,903           G&A QIND*     32,856       34,609   Total   $ 624,917     $ 34,609     * Stock-based compensation to staff for the quarter ended March 31, 2024, and 2023, was $0 and $0, respectively.

Non-Operating Expenses	3 Months Ended
	Mar. 31, 2024
Non-Operating Expenses [Abstract]
NON-OPERATING EXPENSES	NOTE 13. NON-OPERATING EXPENSES   Other Non-Operating Expenses   March 31, 2024 (unaudited)     March 31, 2023   Discount on Convertible Notes     20,916                     0   Conversion fees     4,500       0   Total   $ 25,416     $ 0

Non-Operating Income	3 Months Ended
	Mar. 31, 2024
Non-Operating Income [Abstract]
NON-OPERATING INCOME	NOTE 14. NON-OPERATING INCOME   The Company Earned other income of $379,544 and $0 for the quarter ended March 31, 2024, and 2023, respectively. The gain for the three months ended March 31, 2024, was as a result of reversal of interest on loan agreements to Mahavir and Artelliq.   The table below presents the breakdown of non-Operating income:   Non-Operating income   March 31, 2024 (unaudited)     March 31, 2023   Reversal of Interest - Loan Agreements Mahavir & Artelliq     379,544                  0   Total   $ 379,544     $ 0     Misc. Income:

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 15. SUBSEQUENT EVENTS   In accordance with ASC 855-10-50 the company lists events which are deemed to have a determinable significant effect on the balance sheet at the time of occurrence or on the future operations, and without disclosure of it, the financial statements would be misleading.   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. The shares have been returned to the treasury.   On May 7, 2024, the Company issued 416,141 shares of our common stock to Jefferson Street Capital LLC for $15,000, pursuant to a convertible note signed on May 23, 2023.   On May 13, 2024, the Company issued 150,000 shares of our common stock to Paul Keely for services with a fair market value of $0.07.

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 206,690

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 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)	3 Months Ended
	Mar. 31, 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 or controlled subsidiary are prepared in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP). All significant inter-company accounts and transactions have been eliminated.
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.
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 Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 260-10 “Earnings Per Share,” which provides for 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   March 31, 2024 (unaudited)     March 31, 2023   Basic and diluted EPS*             Numerator             Net income/(loss)     758,440       (84,536 ) Net Income attributable to common stockholders     206,690       (84,536 ) Denominator                 Weighted average shares outstanding     127,759,628       102,883,709   Number of shares used for basic EPS computation     127,759,628       102,883,709   Basic EPS     0.00       (0.00 ) Number of shares used for diluted EPS computation*     128,009,628       102,883,709   Diluted EPS     0.00       (0.00 ) * 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.
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.
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.

Summary of Significant Policies (Tables)	3 Months Ended
	Mar. 31, 2024
Summary of Significant Policies [Abstract]
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   March 31, 2024 (unaudited)     March 31, 2023   Basic and diluted EPS*             Numerator             Net income/(loss)     758,440       (84,536 ) Net Income attributable to common stockholders     206,690       (84,536 ) Denominator                 Weighted average shares outstanding     127,759,628       102,883,709   Number of shares used for basic EPS computation     127,759,628       102,883,709   Basic EPS     0.00       (0.00 ) Number of shares used for diluted EPS computation*     128,009,628       102,883,709   Diluted EPS     0.00       (0.00 ) * Includes 250,000 issued warrants.

Current Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Current Assets [Abstract]
Schedule of Other Current Assets	Other Current Assets Year   March 31, 2024 (unaudited)     December 31, 2023   Accrued Discount on Convertible notes     33,768       20,950   Buy Back Commitment     2,000,000       2,000,000   Related Party advances (ILUS)     436,988       333,133   Total other current assets   $ 2,470,756     $ 2,354,083
Schedule of Accounts Receivable	Provisions are created based on the estimated irrecoverable amounts determined by referring to past default experience. Accounts Receivables Ageing Al Shola Gas   March 31, 2024 (unaudited)   1-30 days     883,182   31-60 days     568,824   61-90 days     246,672   +90 days     1,001,148   Total   $ 2,669,826

Non-Current Assets (Tables)	3 Months Ended
	Mar. 31, 2024
Non-Current Assets [Abstract]
Schedule of Estimated Useful Lives	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   Plant & Machinery     5 – 15   Vehicles     5 – 10   Furniture, Fixtures & Office Equipment     3 – 5
Schedule of Accumulated Depreciation & Carrying Value	Accumulated depreciation & Carrying value     Plant & Machinery     Furniture, Fixtures & Office Equipment     Vehicles     Total   Carrying value as of January 1, 2024     5,716       4,278       0       9,994   Addition during Q1 2024     3,116                       3,116   Charged Depreciation Q1 2024     471       158               429   Carrying value March 31, 2024     8,561       4,120       0       12,681

Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Current Liabilities [Abstract]
Schedule of Other Current Liabilities	Other Current Liabilities as mentioned in the below table includes short term Liabilities. Other Current Liabilities   March 31, 2024 (unaudited)     December 31, 2023   Salary Payable to CCO     59,834       52,354   Accrued Interest on Convertible note     194,818       154,032   Mahavir Loan     0       3,235,000   Artelliq loan     0       2,144,554   Payable Al Shola Gas     5,500,000           Current portion of Bank Borrowings     550,060           Provision Audit Review fee     33,000       29,500   Total   $ 6,337,712     $ 5,615,440
Schedule of Accounts Payables	Current liabilities with a total of $856,681 as of March 31, 2024, include Trade and Other Payables in our subsidiary Al Shola Gas International amounting to $689,394 as of March 31, 2024. Al Shola Gas Accounts Payables Ageing   March 31, 2024 (unaudited)           0-30 days     46,756   31-60 days     106,828   61-90 days     47,347   +90 days     488,463   Total     689,394

Non-Current Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Non-Current Liabilities [Abstract]
Schedule of Other Non-Current Liabilities	Other Non-Current Liabilities   March 31, 2024 (unaudited)     December 31, 2023   Convertible Notes     2,518,832       2,331,059   Long term Payable Al Shola Gas     4,500,000           Non-Current portion of Bank Borrowings     357,576           Employee end of Service Benefits     195,643           Total   $ 7,572,051     $ 5,331,059
Schedule of Employee End of Service Benefits Al Shola Gas	Employee end-of-service benefits in our subsidiary Al Shola Gas amounting to $195,643 as of March 31, 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. Employee end of service benefits Al Shola Gas   March 31, 2024 (unaudited)   Balance at Beginning     154,261   Add: charge for the period     41,382   Less: Settlement for the period         Balance at the end of the period     195,643

Operating Expenses (Tables)	3 Months Ended
	Mar. 31, 2024
Operating Expenses [Abstract]
Schedule of General and Administrative Expenses	General and Administrative Expenses   March 31, 2024 (unaudited)     March 31, 2023   Office Expenses     22,933           Human resource expenses     236,115           Repair & maintenance     11,987           Discount allowed     13,753           Rent & leases     34,549           Utilities     24,028           Fuel     52,700           Travelling     3,813           Management Remuneration ASG     90,252           Sponsor fees     14,702           Labor accommodation     13,885           Registration & Renewal Trade License     4,441           Rebate Against Utility Operations     68,903           G&A QIND*     32,856       34,609   Total   $ 624,917     $ 34,609

Non-Operating Expenses (Tables)	3 Months Ended
	Mar. 31, 2024
Other Non-Operating Income [Abstract]
Schedule of Other Non-Operating Expenses	Other Non-Operating Expenses   March 31, 2024 (unaudited)     March 31, 2023   Discount on Convertible Notes     20,916                     0   Conversion fees     4,500       0   Total   $ 25,416     $ 0

Non-Operating Income (Tables)	3 Months Ended
	Mar. 31, 2024
Non-Operating Income [Abstract]
Schedule of Non-Operating income	The table below presents the breakdown of non-Operating income: Non-Operating income   March 31, 2024 (unaudited)     March 31, 2023   Reversal of Interest - Loan Agreements Mahavir & Artelliq     379,544                  0   Total   $ 379,544     $ 0

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

Summary of Significant Policies (Details)	Mar. 31, 2024 shares
Warrant [Member]
Summary of Significant Policies [Line Items]
Issued warrants	250,000

Summary of Significant Policies (Details) - Schedule of Diluted Net Loss Per Share - USD ($)		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Numerator
Net income/(loss) (in Dollars)		$ 758,440	$ (84,536)
Net Income attributable to common stockholders (in Dollars)		$ 206,690	$ (84,536)
Denominator
Weighted average shares outstanding		127,759,628	102,883,709
Number of shares used for basic EPS computation		127,759,628	102,883,709
Basic EPS (in Dollars per share)		$ 0	$ 0
Number of shares used for diluted EPS computation*	[1]	128,009,628	102,883,709
Diluted EPS (in Dollars per share)		$ 0.00	$ 0.00
[1] Includes 250,000 issued warrants.

Cash and Cash Equivalents (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Cash and Cash Equivalents [Line Items]
Cash equivalents	$ 114,472	$ 2,492	$ 2,844

Current Assets (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 15, 2023	May 04, 2023	Jun. 01, 2022
Current Assets [Line Items]
Due amounts	$ 436,988	$ 333,133
Principal amount	$ 1,000,000
Working capital		$ 100,000
Unpaid principal accrues simple interest		1.00%
Common stock, share issued	128,026,503	127,129,694
Nicolas Link [Member]
Current Assets [Line Items]
Common stock, share issued				2,750,000
Fair market value price per share					$ 0.0721
John-Paul Backwel [Member]
Current Assets [Line Items]
Common stock, share issued				2,250,000
Fair market value price per share					0.0721
Carsten Kjems Falk [Member]
Current Assets [Line Items]
Common stock, share issued				2,250,000
Fair market value price per share					0.0721
Krishnan Krishnamoorthy [Member]
Current Assets [Line Items]
Common stock, share issued				2,250,000
Fair market value price per share					0.0721
Louise Bennett [Member]
Current Assets [Line Items]
Common stock, share issued				500,000
Fair market value price per share					$ 0.0721
Common Stock [Member]
Current Assets [Line Items]
Common stock, share issued	128,026,503	127,129,694
Common Stock [Member] | Nicolas Link [Member]
Current Assets [Line Items]
Common stock, share issued			2,000,000
Fair market value price per share			$ 0.27
Common Stock [Member] | John-Paul Backwel [Member]
Current Assets [Line Items]
Common stock, share issued			2,000,000
Fair market value price per share			$ 0.27
Common Stock [Member] | Carsten Kjems Falk [Member]
Current Assets [Line Items]
Common stock, share issued			1,250,000
Fair market value price per share			$ 0.27
Common Stock [Member] | Louise Bennett [Member]
Current Assets [Line Items]
Common stock, share issued			350,000
Fair market value price per share			$ 0.27

Current Assets (Details) - Schedule of Other Current Assets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Other Current Assets [Abstract]
Accrued Discount on Convertible notes	$ 33,768	$ 20,950
Buy Back Commitment	2,000,000	2,000,000
Related Party advances (ILUS)	436,988	333,133
Total other current assets	$ 2,470,756	$ 2,354,083

Current Assets (Details) - Schedule of Accounts Receivable	Mar. 31, 2024 USD ($)
Schedule of Accounts Receivable [Line Items]
Accounts receivables	$ 2,669,826
1-30 Days [Member]
Schedule of Accounts Receivable [Line Items]
Accounts receivables	883,182
31-60 Days [Member]
Schedule of Accounts Receivable [Line Items]
Accounts receivables	568,824
61-90 Days [Member]
Schedule of Accounts Receivable [Line Items]
Accounts receivables	246,672
+90 Days [Member]
Schedule of Accounts Receivable [Line Items]
Accounts receivables	$ 1,001,148

Non-Current Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Non-Current Assets [Line Items]
Long-term investments	$ 1,500,000	$ 6,500,000
Non-current assets	5,000,000
Unwinding remaining transaction	1,500,000
Quality International Co Ltd FZC [Member]
Non-Current Assets [Line Items]
Long-term investments	$ 1,500,000	$ 6,500,000

Non-Current Assets (Details) - Schedule of Estimated Useful Lives	Mar. 31, 2024
Minimum [Member] | Plant & Machinery [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	5 years
Minimum [Member] | Vehicles [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	5 years
Minimum [Member] | Furniture, Fixtures & Office Equipment [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	3 years
Maximum [Member] | Plant & Machinery [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	15 years
Maximum [Member] | Vehicles [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	10 years
Maximum [Member] | Furniture, Fixtures & Office Equipment [Member]
Schedule of Estimated Useful Lives [Line Items]
Estimated useful lives	5 years

Non-Current Assets (Details) - Schedule of Accumulated Depreciation & Carrying Value	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Accumulated Depreciation & Carrying Value [Line Items]
Carrying value as of January 1, 2024	$ 9,994
Carrying value March 31, 2024	12,681
Addition during Q1 2024	3,116
Charged Depreciation Q1 2024	429
Plant & Machinery [Member]
Schedule of Accumulated Depreciation & Carrying Value [Line Items]
Carrying value as of January 1, 2024	5,716
Carrying value March 31, 2024	8,561
Addition during Q1 2024	3,116
Charged Depreciation Q1 2024	471
Furniture, Fixtures & Office Equipment [Member]
Schedule of Accumulated Depreciation & Carrying Value [Line Items]
Carrying value as of January 1, 2024	4,278
Carrying value March 31, 2024	4,120
Charged Depreciation Q1 2024	158
Vehicles [Member]
Schedule of Accumulated Depreciation & Carrying Value [Line Items]
Carrying value as of January 1, 2024	0
Carrying value March 31, 2024	$ 0

Goodwill (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Goodwill [Line Items]
Acquired amount	$ 10,000,000
Net assets	2,989,421
Minority interest	1,464,816
Purchase price net assets	10,000,000
Goodwill	8,475,395
Al Shola Gas [Member]
Goodwill [Line Items]
Net assets	$ 1,524,605
Al Shola Gas LLC [Member]
Goodwill [Line Items]
Minority interest acquire percentage	51.00%
Quality Industrial Corp. [Member]
Goodwill [Line Items]
Minority interest percentage	49.00%
Al Shola Gas [Member]
Goodwill [Line Items]
Ownership of net asset percentage	51.00%
Quality Industrial Corp. [Member]
Goodwill [Line Items]
Ownership of net asset percentage	51.00%

Current Liabilities (Details) - USD ($)			3 Months Ended
	Aug. 25, 2023	Jul. 27, 2023	Mar. 31, 2024
Other Current Liabilities [Line Items]
Principal amount borrowed		$ 3,000,000
Paid payment	$ 2,000,000	$ 3,000,000
Common stock shares (in Shares)	6,410,971
Share purchase	$ 2,000,000
Payable for acquisition			$ 5,500,000
Short term borrowings			550,060
Current liabilities			856,681
Trade and other payables			689,394
Mahavir Loan [Member]
Other Current Liabilities [Line Items]
Percentage of bears interest		20.00%
Al Shola Gas [Member]
Other Current Liabilities [Line Items]
Payable for acquisition			$ 10,000,000

Current Liabilities (Details) - Schedule of Other Current Liabilities - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	$ 6,337,712	$ 5,615,440
Salary Payable to CCO [Member]
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	59,834	52,354
Accrued Interest on Convertible Note [Member]
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	194,818	154,032
Mahavir Loan [Member]
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	0	3,235,000
Artelliq Loan [Member]
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	0	2,144,554
Payable Al Shola Gas [Member]
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	5,500,000
Current Portion of Bank Borrowings [Member]
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	550,060
Provision Audit and Review fee [Member]
Schedule of Other Current Liabilities [Line Items]
Other current liabilities	$ 33,000	$ 29,500

Current Liabilities (Details) - Schedule of Accounts Payables	Mar. 31, 2024 USD ($)
Schedule of Accounts Payables [Line Items]
Accounts payables	$ 689,394
0-30 Days [Member]
Schedule of Accounts Payables [Line Items]
Accounts payables	46,756
31-60 Days [Member]
Schedule of Accounts Payables [Line Items]
Accounts payables	106,828
61-90 Days [Member]
Schedule of Accounts Payables [Line Items]
Accounts payables	47,347
+90 days [Member]
Schedule of Accounts Payables [Line Items]
Accounts payables	$ 488,463

Non-Current Liabilities (Details)											3 Months Ended
	Mar. 08, 2024 USD ($) $ / shares	Feb. 28, 2024	Dec. 20, 2023 USD ($) $ / shares	Aug. 15, 2023 USD ($)	Jul. 31, 2023 USD ($)	Jun. 16, 2023 USD ($) $ / shares	May 23, 2023 USD ($) $ / shares shares	Apr. 19, 2023 $ / shares shares	Mar. 17, 2023 USD ($) $ / shares	Aug. 03, 2022 USD ($) $ / shares	Mar. 31, 2024 USD ($)	Feb. 06, 2024 USD ($)	Dec. 31, 2023 USD ($)
Non-Current Liabilities [Line Items]
Payable for acquisition											$ 5,500,000
Payable for the acquisition non current											4,500,000
Principle amount of convertible promissory note											2,518,832		$ 2,331,059
Purchase of shares (in Shares) | shares							50,000	200,000
Exercise price (in Dollars per share) | $ / shares							$ 3.5	$ 0.58
RB Capital Partners Inc [Member]
Non-Current Liabilities [Line Items]
Principle amount of convertible promissory note									$ 200,000	$ 1,100,000
Bears interest rate									7.00%	7.00%
Conversion price (in Dollars per share) | $ / shares									$ 1	$ 1
Jefferson Street Capital LLC [Member]
Non-Current Liabilities [Line Items]
Principle amount of convertible promissory note							$ 220,000
Bears interest rate							7.00%
Conversion price (in Dollars per share) | $ / shares							$ 0.35
Sky Holdings Ltd [Member]
Non-Current Liabilities [Line Items]
Principle amount of convertible promissory note						$ 550,000
Bears interest rate						7.00%
Conversion price (in Dollars per share) | $ / shares						$ 0.35
1800 Diagonal Lending Ltd. [Member]
Non-Current Liabilities [Line Items]
Principle amount of convertible promissory note				$ 118,367	$ 174,867
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%
Trading days		10		10
Two-Year Convertible Promissory Note [Member]
Non-Current Liabilities [Line Items]
Principle amount of convertible promissory note			$ 100,000
Bears interest rate			10.00%
Conversion price (in Dollars per share) | $ / shares			$ 1
One-Year Convertible Promissory Note [Member]
Non-Current Liabilities [Line Items]
Principle amount of convertible promissory note	$ 118,367		$ 100,000
Bears interest rate	7.00%
Conversion price (in Dollars per share) | $ / shares	$ 0.35
Conversion price percentage			25.00%
Market price discount rate			50.00%
Six-Month Convertible Promissory Note [Member]
Non-Current Liabilities [Line Items]
Principle amount of convertible promissory note												$ 35,000
Bears interest rate												10.00%
Discount rate												35.00%
Maximum [Member] | One-Year Convertible Promissory Note [Member]
Non-Current Liabilities [Line Items]
Bears interest rate			20.00%
Minimum [Member] | One-Year Convertible Promissory Note [Member]
Non-Current Liabilities [Line Items]
Bears interest rate			15.00%
Al Shola Gas [Member]
Non-Current Liabilities [Line Items]
Payable for acquisition											10,000,000
Payable for the acquisition non current											4,500,000
Long term bank borrowings											357,576
Employee end of service benefits											$ 195,643

Non-Current Liabilities (Details) - Schedule of Other Non-Current Liabilities - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Schedule of Other Non-Current Liabilities [Abstract]
Convertible Notes	$ 2,518,832	$ 2,331,059
Long term Payable Al Shola Gas	4,500,000
Non-Current portion of Bank Borrowings	357,576
Employee end of Service Benefits	195,643	154,261
Total	$ 7,572,051	$ 5,331,059

Non-Current Liabilities (Details) - Schedule of Employee End of Service Benefits Al Shola Gas	3 Months Ended
	Mar. 31, 2024 USD ($)
Schedule of Employee End of Service Benefits Al Shola Gas [Abstract]
Balance at Beginning	$ 154,261
Add: charge for the period	41,382
Balance at the end of the period	$ 195,643

Stockholders’ Equity (Details) - USD ($)	Mar. 12, 2024	Feb. 15, 2024	Jan. 19, 2024	Jan. 11, 2024	May 26, 2023	Mar. 17, 2023	Mar. 31, 2024	Feb. 06, 2024	Dec. 31, 2023
Stockholders’ Equity [Line Items]
Common stock, shares authorized							200,000,000		200,000,000
Preferred stock, shares authorized							1,000,000		1,000,000
Preferred stock, par value (in Dollars per share)							$ 0.001		$ 0.001
Common stock, shares issued							128,026,503		127,129,694
Common stock, shares outstanding							128,026,503		127,129,694
Preferred stock, shares issued							0		0
Preferred stock, shares outstanding							0		0
Pursuant to share purchase (in Dollars)			$ 307,692
Annual interest rate								10.00%
Jefferson Street Capital LLC [Member]
Stockholders’ Equity [Line Items]
Pursuant to share purchase (in Dollars)		$ 15,000		$ 281,426	$ 15,000
Share purchase		307,692
White Lion Capital LLC [Member]
Stockholders’ Equity [Line Items]
Pursuant to share purchase (in Dollars)					$ 15,000
RB Capital Partners Inc. [Member]
Stockholders’ Equity [Line Items]
Principal amount (in Dollars)						$ 200,000
Bears interest						7.00%
Convertible common stock, par share (in Dollars per share)						$ 1
RB Capital LLC [Member]
Stockholders’ Equity [Line Items]
Principal amount (in Dollars)								$ 35,000
Convertible Promissory Note [Member]
Stockholders’ Equity [Line Items]
Principal amount (in Dollars)	$ 118,367
Bears interest	13.00%
Total payback holder (in Dollars)	$ 133,754
Amount of monthly payments (in Dollars)	$ 14,861.56
Common Stock [Member]
Stockholders’ Equity [Line Items]
Common stock, shares issued							128,026,503		127,129,694
Common Stock [Member]
Stockholders’ Equity [Line Items]
Volume weight average percentage								35.00%

Minority Interest (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Minority Interest [Line Items]
Minority interest	$ 10,000,000
Net assets	2,989,421
Minority interest	$ 1,464,816
Al Shola Gas LLC [Member]
Minority Interest [Line Items]
Minority interest acquire percentage	51.00%
Quality Industrial Corp. [Member]
Minority Interest [Line Items]
Minority percentage	49.00%
Al Shola Gas [Member]
Minority Interest [Line Items]
Ownership of net asset percentage	51.00%
QIND [Member]
Minority Interest [Line Items]
Ownership of net asset percentage	51.00%
Net assets	$ 1,524,605

Operating Expenses (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Expenses [Abstract]
Stock-based compensation expenses	$ 0	$ 0

Operating Expenses (Details) - Schedule of General and Administrative Expenses - USD ($)		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		$ 624,917	$ 34,609
Office Expenses [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		22,933
Human Resource Expenses [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		236,115
Repair & Maintenance [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		11,987
Discount Allowed [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		13,753
Rent [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		34,549
Utilities [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		24,028
Fuel [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		52,700
Travelling [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		3,813
Management Remuneration ASG [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		90,252
Sponsor Fees [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		14,702
Labor Accommodation [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		13,885
Registration & Renewal Trade License [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		4,441
Rebate Against Utility Operations [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total		68,903
G&A QIND [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total	[1]	$ 32,856
Restated [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total			34,609
Restated [Member] | G&A QIND [Member]
Schedule of General and Administrative Expenses [Line Items]
General and administrative expenses, total	[1]		$ 34,609
[1] Stock-based compensation to staff for the quarter ended March 31, 2024, and 2023, was $0 and $0, respectively.

Non-Operating Expenses (Details) - Schedule of Other Non-Operating Expenses - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Non-Operating Expenses (Details) - Schedule of Other Non-Operating Expenses [Line Items]
Discount on Convertible Notes	$ 20,916
Conversion fees	4,500
Total	$ 25,416
Restated [Member]
Non-Operating Expenses (Details) - Schedule of Other Non-Operating Expenses [Line Items]
Discount on Convertible Notes		$ 0
Conversion fees		0
Total		$ 0

Non-Operating Income (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Non-Operating Income [Abstract]
Other income	$ 379,544

Non-Operating Income (Details) - Schedule of Non-Operating income - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Schedule of Non-Operating income [Line Items]
Non-operating income	$ 379,544
Reversal of Interest - Loan Agreements Mahavir & Artelliq [Member]
Schedule of Non-Operating income [Line Items]
Non-operating income	$ 379,544

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	Apr. 26, 2024	May 13, 2024	May 07, 2024
Quality Industrial Corp. [Member]
Subsequent Events [Line Items]
Total consideration price per share (in Dollars per share)	$ 0.1
Jefferson Street Capital LLC [Member]
Subsequent Events [Line Items]
Common stock, share issued			416,141
Convertible note (in Dollars)			$ 15,000
Paul Keely [Member]
Subsequent Events [Line Items]
Common stock, share issued		150,000
Fair market value (in Dollars per share)		$ 0.07
Quality Industrial Corp. [Member]
Subsequent Events [Line Items]
Total consideration shares	480,000

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