Termination of Material Agreement - Form 8-K

Item 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, on January 18, 2023, and as amended on July 27, 2023, Quality Industrial Corp. (the "Company") entered into a stock purchase agreement (the "QI Purchase Agreement") with Gerab National Enterprises LLC and Mr. Saseendran Kodapully Ramakrishnan, (together, the "QI Shareholders") of Quality International Co Ltd FZC, a United Arab Emirates company ("Quality International" or "QI"), in order to purchase 52% of the shares of Quality International (the "QI Shares") from the QI Shareholders. On July 27, 2023, Quality International entered into a short-term loan agreement (the "Loan Agreement") with Mahavir Investments Limited ("Mahavir"). Pursuant to the Loan Agreement, Quality International borrowed an amount of $3 million from Mahavir and Gerab National Enterprises LLC, Mr. Saseendran Kodapully Ramakrishnan, and the Company each signed as co-borrowers under the Loan Agreement. On August 21, 2023, the Company entered into a shares subscription and buy-back agreement (the "Subscription Buy-Back Agreement") with Ilustrato Pictures International Inc. ("ILUS"), the parent of the Company, and Artelliq Software Trading ("Artelliq"). Pursuant to the Subscription Buy-Back Agreement, the Company agreed to issue common shares (the "Subscription Shares") to Artelliq in exchange for an amount of $2 million paid directly by Artelliq to Quality International. Quality International and Mr. Saseendran Kodapully Ramakrishnan, each signed as a guarantor.

During December of 2023, the Company requested information from Quality International, needed by the Company's investors in connection with the business, including but not limited to, and use of the funds received by Quality International per the transactions described in the preceding paragraph, recent accounts receivable report and specific aged accounts receivable information, as requested by and for the investors to provide additional funding with the purpose of aiding the Company to fulfill its obligations under the QI Purchase Agreement, the Loan Agreement and the Subscription Buy-Back Agreement. Quality International did not provide the specific requested information and on January 17, 2024, Quality International notified the Company of its termination of the QI Purchase Agreement and all related transaction documents. During the month of February and March following Quality International's communication of January 17, 2024, the Company and QI conducted negotiations with the intention of restructuring the deal.

On April 1, 2024, after several failed efforts at negotiation, the termination QI Purchase Agreement was accepted and cancelled by the Board of Directors of the Company.