SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*


Quality Industrial Corp.
(Name of Issuer)


Common Stock, par value $0.001 per share
(Title of Class of Securities)


G3R25D209
(CUSIP Number)


John-Paul Blackwell
9 Pembroke Street Upper, c/o Fusion Fuel Green PLC
Dublin, L2, D02 KR83
351 21 581 8802
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/01/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP No.
G3R25D209


1 Name of reporting person

Fusion Fuel Green PLC
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

IRELAND
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 100,312,334.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 100,312,334.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

100,312,334.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

55.5 %
14 Type of Reporting Person (See Instructions)

HC




SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Common Stock, par value $0.001 per share
(b) Name of Issuer:

Quality Industrial Corp.
(c) Address of Issuer's Principal Executive Offices:

505 Montgomery Street, San Francisco, CALIFORNIA , 94104.
Item 2.Identity and Background
(a)
Fusion Fuel Green (the "Reporting Person"). Set forth on Annex A attached separately ("Annex A") is the name, position with the Reporting Person, present principal occupation or employment, principal business address, name, principal business and address of any corporation or other organization in which such employment is conducted, and citizenship of the executive officers and directors of the Reporting Person. To the knowledge of the Reporting Person, none of the persons listed on Annex A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.
(b)
The principal business address of the Reporting Person is 9 Pembroke Street Upper, Dublin, D02 KR83, Ireland
(c)
The principal business of the Reporting Person is to provide certain energy products and services.
(d)
During the last five years, the Reporting Person and each of the persons set forth on Annex A have not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)
During the last five years, the Reporting Person and each of the persons set forth on Annex A have not been a party to civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)
The Reporting Person is an Irish public limited Company.
Item 3.Source and Amount of Funds or Other Consideration
 
The Reporting Person acquired 2,000,000 shares of the Issuer's common stock pursuant to a Stock Purchase Agreement, dated as of August 1, 2025, between the Issuer and the Reporting Person, for an aggregate purchase price of $40,000. The funds used for this acquisition were from the Reporting Person's working capital.
Item 4.Purpose of Transaction
 
The Reporting Person acquired the Sellers' Shares for strategic investment purposes. Except as disclosed in this Item, the Reporting Person does not have any current plans or proposals which relate to or would result in any of the events described in any of the events described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.Interest in Securities of the Issuer
(a)
As of the date of this Schedule 13D, the Reporting Person is the beneficial owner of a total of 80,312,334 shares of the common stock of the Issuer, representing approximately 55.5% of the outstanding shares of common stock of the Issuer. The denominator of the fraction upon which this percentage is calculated is based on 160,860,821 shares of common stock outstanding as of June 4, 2025 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on June 4, 2025. The numerator of the fraction upon which the percentage is calculated is based on the total of 100,312,334 shares of common stock that were beneficially owned as of the date of this Schedule 13D. The shares of common stock beneficially owned consist of (1) 80,312,334 shares of common stock and (ii) 20,000,000 shares of common stock issuable upon the conversion of 20,000 shares of Series B Preferred Stock, except in the event that such conversion would result in the holder's beneficial ownership of the common stock exceeding 9.99% of the outstanding common stock immediately after conversion.
(b)
The Reporting Person has sole voting and dispositive power over the shares of common stock that are beneficially owned by the Reporting Person as of the date of this Schedule 13D.
(c)
Except as described in this Schedule 13D/A, the Reporting Person has not effected any transactions in the common stock during the past 60 days.
(d)
No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of common stock held by the Reporting Person.
(e)
Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
The information set forth in Item 3 of the Schedule 13D filed by the Reporting Person on December 6, 2024, is incorporated by reference into this Item 6. Other than as described above, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any other persons with respect to any securities of the Issuer, including, but not limited to, call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.Material to be Filed as Exhibits.
 
Exhibit 1: Stock Purchase Agreement, dated as of November 18, 2024, among Fusion Fuel Green PLC, Quality Industrial Corp., Ilustrato Pictures International Inc., and certain stockholders of Quality Industrial Corp. (incorporated by reference to Exhibit 2.1 to Report in Form 6-K filed by Fusion Fuel Green PLC on March 10, 2025). https://www.sec.gov/Archives/edgar/data/1819794/000121390025022234/ea023339101ex2-1_fusion.htm Exhibit 2: Certificate of Designation of Preferences, Benefits and Limitations of Series A Convertible Preferred Shares of Fusion Fuel Green PLC (incorporated by reference to Exhibit 3.1 to Report on Form 6-K filed by Fusion Fuel Green PLC on March 10, 2025). http://www.sec.gov/Archives/edgar/data/1819794/000117184324006609/exh_31.htm Exhibit 3: Form of Lock-Up Agreement among Fusion Fuel Green PLC, Quality Industrial Corp., and certain other persons (incorporated by reference to Exhibit 10.1 to Report on Form 6-K filed on November 27, 2024). https://www.sec.gov/Archives/edgar/data/1819794/000117184324006609/exh_101.htm Exhibit 4: Stock Purchase Agreement, dated as of August 1, 2025, between Fusion Fuel Green PLC and Quality Industrial Corp.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Fusion Fuel Green PLC
 Signature:/s/ John-Paul Blackwell
 Name/Title:John-Paul Blackwell
 Date:08/05/2025

 

ANNEX A

 

Executive Officers and Directors of Fusion Fuel Green PLC

 

Name   Title   Present Principal
Occupation or
Employment		   Principal Business
Address		   Name, Principal Business
and Address of
Corporation or
Organization of
Employment (if other than
Reporting Person)		   Citizenship
John-Paul Backwell   Chief Executive Officer and Director   Chief Executive Officer, Fusion Fuel Green PLC and Quality Industrial Corp.  

c/o Fusion Fuel Green PLC,

9 Pembroke Street Upper,
Dublin D02 KR83,
Ireland

   N/A   United Kingdom
Jeffrey E. Schwarz   Chairman of the Board of Directors and Director   Managing Member, Metropolitan Capital Partners V LLC   c/o Metropolitan Capital Partners V LLC, 850 Third Avenue, 18th Floor, New York, NY 10022   Metropolitan Capital Partners V LLC; investment vehicle of the Schwarz family office; 850 Third Avenue, 18th Floor, New York, NY 10022   United States of America
Frederico Figueira de Chaves   Interim Chief Financial Officer and Director   Interim Chief Financial Officer, Fusion Fuel Green PLC  

c/o Fusion Fuel Green PLC,

9 Pembroke Street Upper,
Dublin D02 KR83,
Ireland

   N/A   Portugal
Luisa Ingargiola   Director   Chief Financial Officer, Avalon GloboCare Corp.  

c/o Fusion Fuel Green PLC,

9 Pembroke Street Upper,
Dublin D02 KR83,
Ireland

   Avalon GloboCare Corp.; developer of precision diagnostic consumer products; 4400 Route 9 South, Suite 3100, Freehold, NJ 07728    
Rune Magnus Lundetrae   Director   Owner - Lunde3 Holding AS   Øvre Holmegate 34, 4006 Stavanger, Norway   N/A   Norway

 

 

 

 

Exhibit 4

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of August 1, 2025, by and between the Fusion Fuel Green PLC (the “Purchaser”) having its principal place of business at 499 Park Ave FL 12 New York NY, 10022-1876, and Quality Industrial Corp. having its principal place of business at 505 Montgomery Street, San Francisco, CA 94104 (the “Seller”). The Purchaser and Seller may hereinafter be referred to as the “Parties” and each, a “Party.”

 

WHEREAS, the Seller authorized the sale and issuance of 2,000,000 shares (“Shares”) of the Seller’s common stock in consideration for the payment of $40,000 (the “Purchase Price”).;

 

WHEREAS, this Agreement is to memorialize the purchase of the Shares pursuant to the terms hereunder and for the consideration set forth herein;

 

NOW THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions hereof, the Parties hereby agree as follows:

 

ARTICLE I

PURCHASE AND SALE

 

1.1 Purchase and Sale; Purchase Price.

 

(a) Subject to the terms and conditions set forth in this Agreement, Seller shall sell to Purchaser, and Purchaser shall accept from Seller, the Shares in exchange for $40,000 (the “Purchase Price”).

 

(b) The Shares shall be sold, assigned and transferred to and purchased by Purchaser upon execution of this Agreement, as of the date first indicated above (the “Closing”), in consideration for the Purchase Price.

 

1.2 Closing.

 

(a) Upon Closing, Seller shall deliver to Purchaser the following:

 

(i)fully executed documentation, including, without limitation, the Agreement, that completely effectuates the sale of the Shares; and

 

(ii)stock certificate(s) and/ or Book Entry Statement for the Shares.

 

(b) Upon Closing, Purchaser shall deliver to Seller the following:

 

(i)fully executed documentation, including, without limitation, the Agreement, that completely effectuates the purchase of the Shares; and

 

(ii)the Purchase Price.

 

 
 

 

ARTICLE II

REPRESENTATIONS AND WARRANTIES

 

2.1 Representations and Warranties of Seller. Seller hereby makes the following representations and warranties to Purchaser:

 

(a) Full Power and Authority. Seller has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable in accordance with its terms;

 

(b) No Violation or Conflict; Consent. The execution, delivery and performance by Seller of this Agreement and consummation by Seller of the transactions contemplated hereby do not and will not: (i) violate any decree or judgment of any court or other governmental authority applicable to or binding on Seller or (ii) violate any contract to which Seller is bound, or conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Seller is a party;

 

(c) Title. With respect to the sale of the Shares, (i) Seller is the sole record and beneficial owner of the Shares, free and clear of any taxes and liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”), other than restrictions on resales of the Shares or other restrictions that may exist under applicable securities laws; (ii) the Shares, when delivered and paid for in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, free from all taxes and Encumbrances; (iii) the Shares to be delivered are not and will not be as of the Closing Date subject to any transfer restriction, other than the restriction that the Shares have not been registered under the Securities Act and, therefore, cannot be resold unless it is registered under the Securities Act or in a transaction exempt from or not subject to the registration requirements of the Securities Act (“Permitted Transfer Restriction”); (iv) upon the transfer of the Shares to Purchaser, Purchaser will acquire good and marketable title thereto, and will be the legal and beneficial owner of such the Shares, free and clear of any Encumbrances or transfer restrictions, other than the Permitted Transfer Restriction; (v) there are no outstanding rights, options, subscriptions or other agreements or commitments obligating Seller with respect to the Shares, and Seller has not granted any person a proxy that has not expired or been validly withdrawn;

 

2.2 Representations and Warranties of Purchaser. Purchaser hereby makes the following representations and warranties to Seller:

 

(a) Full Power and Authority. Purchaser has full power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Purchaser and constitutes the legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms;

 

 
 

 

(b) Restricted Securities. Purchaser understands that the Shares are characterized as “restricted securities” under the Securities Act inasmuch as they were acquired from Seller in a transaction not registered under the Securities Act; and

 

(c) Investment Intent. Purchaser is acquiring the Shares for his own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.

 

ARTICLE III

MISCELLANEOUS

 

3.1 Entire Agreement. The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters.

 

3.2 Amendments; Waivers. No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by Seller and Purchaser or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

 

3.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

 

3.4 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

 

3.5 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Florida, without regard to the principles of conflicts of law thereof. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Florida for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each Party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery). Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each Party irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If either Party shall commence an action or proceeding to enforce any provisions of the documents contemplated herein, then the prevailing Party in such action or proceeding shall be reimbursed by the other Party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

 

 
 

 

3.6 Survival. The representations, warranties, agreements and covenants contained herein shall not survive the Closing.

 

3.7 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

 

3.8 Severability. In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affecting or impaired thereby and the Parties will attempt to agree upon a valid and enforceable provision which shall be a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

3.9 Notices. All notices or other communications required or permitted by this Agreement shall be in writing and sent to the other Party at the address set forth in the preamble hereto or to such other address as may be specified by any such Party to the other Party pursuant to notice given by such Party in accordance with the provisions of this Section 3.9, and shall be deemed to have been duly received:

 

(a) if given by courier, messenger or other means, when received or personally delivered;

 

(b) if given by certified or registered mail, return receipt requested, postage prepaid, three business days after being deposited in the U.S. mails; and

 

(c) if given by fax, when transmitted and the appropriate confirmation received, as applicable, if transmitted on a business day and during normal business hours of the recipient, and otherwise on the next business day following transmission

 

3.10 Headings. The headings used in this Agreement are for convenience of reference only and shall not be deemed to limit, characterize or in any way affect the interpretation of any provision of this Agreement.

 

3.11 Registration Rights. The Seller agrees to include the Shares in any registration statement filed by the Seller with the Securities and Exchange Commission.

 

[Signature page follows]

 

 
 

 

IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be duly executed as of the date first indicated above.

 

  SELLER:
     
  Quality Industrial Corp.
     
    /s/ John-Paul Backwell
  By: John-Paul Backwell
     
  PURCHASER:
     
  Fusion Fuel Green PLC
     
    /s/ John-Paul Backwell
  By: John-Paul Backwell