| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/26/2024 |
3. Issuer Name and Ticker or Trading Symbol
Quality Industrial Corp. [ QIND ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 78,312,334(1) | D | |
| Series B Convertible Preferred Stock | 20,000(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series B Convertible Preferred Stock | (2) | (2) | Common Stock | 20,000,000 | (2) | D | |
| Explanation of Responses: |
| 1. Beneficial ownership of the shares was acquired from the Sellers (as defined below) on November 26, 2024 pursuant to a Stock Purchase Agreement (the "Agreement"), dated November 18, 2024, by and among the reporting person, Quality Industrial Corp., a Nevada corporation ("Quality"), and certain stockholders of Quality (the "Sellers"). The Agreement requires that the reporting person return the shares to the Sellers (i) within 15 calendar days after the Extended Meeting Deadline (as defined in the Agreement) if despite the reporting person's reasonable best efforts, the Shareholder Approval (as defined in the Agreement) is not obtained by the Extended Meeting Deadline; or (ii) if the reporting person fails to allocate cash raised from the Company Financing (as defined in the Agreement) in compliance with the Agreement, and the issuer continues to fail to do so within five calendar days after written notice from Quality. |
| 2. Each share of Series B Convertible Preferred Stock of the issuer is convertible into 1,000 shares of common stock of the issuer at the option of the reporting person, except in the event that such conversion would result in such holder's beneficial ownership of the common stock of the issuer exceeding 9.99% of the outstanding common stock of the issuer immediately after conversion. |
| /s/ John-Paul Backwell | 12/06/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
