Current Report Filing (8-k)
August 09 2022 - 11:18AM
Edgar (US Regulatory)
0001393781
false
0001393781
2022-08-03
2022-08-03
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August
3, 2022
Quality Industrial
Corp.
(Exact name of registrant as specified in its charter)
Nevada |
000-56239 |
35-2675388 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
315 Montgomery Street
San Francisco, CA |
94104 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (800)-706-0806
______________________
(Former name or former address, if changed since last
report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth company [X]
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.
SECTION 1 – Registrant’s Business and Operations
Item 1.01 Entry Into A Material Definitive Agreement
On August 3, 2022, we issue to an accredited investor a two year convertible
promissory note in the principal amount of $1,100,000 (the “Note”).
The Note bears interest at 7% per annum. We have 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 $1.00 per share.
The foregoing description of the Note and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Note, which
is included in this Current Report as Exhibit 2.1, and is incorporated herein by reference.
Section 2 – Financial
Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information contained in Item 1.01 above is incorporated herein by
reference into this Item 2.03.
SECTION 8 – Other Events
Item 8.01
Other Events
On August 9, 2022, we issued a press release concerning
the Convertible Promissory Note. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report
on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in
such a filing.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
2.1 Convertible Promissory Note, dated August 3, 2022
99.1 Press Release, dated August 5, 2022
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 hereunto duly authorized.
Quality Industrial Corp.
/s/ Carsten Kjems Falk
Carsten Kjems Falk
CEO and Director
Date: August 9, 2022
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