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AginAustin Much obliged.
If you can "Follow Me", then I will be able to send a PM
Thanks
Yes, lack of capital is a big deal and that is why they are getting to the big boards. Once QIND is on the big boards, ILUS will have capital that it can use.
As far as the ERT companies getting orders:
1) He said that they don't always have the capital to fulfill the orders (sadly). Costs money for inventory and manufacturing and then there is a substantial delay before they get paid. takes money to make money.
2) As for PR's, he did acknowledge that they could communicate better, but at the same time he said they are trying to act like a big board company who typically don't PR orders.
Regarding Replay: This has been a point of confusion and they should clear it up. My understanding was that the kept the US rights to replay, but sold off the international rights to CGRA.
I unblocked you.
Agin Austin
Accurate summary. However, I think he stressed lack of capital quite a few times, so it may be a bit more severe.
If the ERT companies are getting orders, why do we not see any pr's? Most companies announce substantial contracts. Even ASNS has pr'd a few
in last weeks.
Also, wasn't Replay sold to CGRA in exchange for stock in CGRA?
AginAustin
Creakyhunk
Some notes that I took from Nick's vodcast on Friday. Things look good for $QIND.
I just finished watching Nicks vodcast. While there was a fair amount of macro items discussed, I felt there were some valuable things discussed regarding ILUS and the subsidiaries. He spoke in someone general terms, but it seems pretty clear that the things he described in general were things that they were actually going though. A few notes:
For the QIND subsidiary the valuation of that subsidiary is going to come out in the next few weeks as we get to the closing time of the ASNS deal which will be in the 8k filings. No headwinds and no issues with us moving towards closing that deal. The QIND business on its own is valued North of 50 million and its MC is 7 M.
We maximize the valuation on QIND and we grow that business out as fast and hard as we can within the constraints and the capital we have.
Both Georgia and Bullhead and Firebug have more orders than they can deliver due to capital constraints (he describes the reason for these constraints)
QIND is north of 30, 40, 50 up to 60 Million in valuation. SAML is probably not far off that because it's got a massive technology play and its got valuable patents.
Haven't pumped in any money into Eraptor and replay. These two could be worth double all the rest. I think he was referring to the rest of the SAML businesses.
Regarding QIND: We are in line with the QIND timelines in the 8k. The light at the end of the tunnel is really close. ILUS will then have liquid capital.
Don't have to deal with FINRA on the bigboards. (FINRA seems really incompetent was my view on his description)
He then spoke about organic S1 uplists vs the route they are taking. It was very interesting.
float criteria is higher on S1. Have to have $50 million of float. For OTC uplist, that requires raising of capital as an OTC via S1. That is difficult. Organic uplisting process is fragile. RTO - now is becoming a NASDAQ/NYSE thing because there are are 700 facing delisting. That company may say that they may be better off as a private company. (54 minute mark). Those companies are looking for someone to take over their vehicle and to become private. So, it appears that the ASNS business would become private (my speculation).
Once registration is up and they are in the driver's seat. (56 minute mark) they will quickly close the deals they have lined up.
Don't want to create a mess with their registration statements by doing the deals prior to uplisting.
capital is able to be taken down during the deal and not necessarily at the end of the deals. So, perhaps they are doing an offering prior to when ILUS converts their ASNS shares
It appears he will talk about ASNS deal at a later time.
Still will be a shareholder meeting once they have transparency on the ASNS deal and for other vehicles.
What is your X/twitter handle?
AginAustin
You blocked me on Twitter. Would appreciate if you unblocked so I can send a private message. Thanks
Ouch! HAHAHAHAHAHAHAHA!!!! Waiting to see how this ends…….
Live stream with Nick and JP regarding ILUS and QIND. Thursday 5 PM EDT
https://www.youtube.com/live/aKctJ9V3KEk
ASNS had a PR afterhours and was up about 150% approximately. Hopefully that will spill over into QIND and ILUS to some lesser degree.
Hit a low of .0461. This merger stuff is really working out.
I think this post is a good interpretation.
After re-reading the PR and giving it some more thought, it would appear what we see here is the first piece of the puzzle. This acquisition by $ASNS gives $QIND (and by extension $ILUS, which is majority owner of QIND) just under 20% of ASNS *voting* common shares (any more… https://t.co/pZCeWATsz1
— igal 🇮🇱 (@igal_n) May 23, 2024
Jedi---Here is a bright guy on Twitter who analyzed it like you.
@igal_n
Yes, it's confusing but as I understood it, $QIND is selling 61-75% of its shares to Actelis in exchange for just under 20% of $ASNS shares. But due to the difference in valuation between the 2 companies (QIND valued much higher), they will eventually own a majority of ASNS on NASDAQ... It's a type of RM without calling it a RM. I'll try to figure this out more clearly later.
10:22 AM · May 23, 2024
AginAustin
Have you made any sense of today's pr?
Has not done much for QIND today. ASNS, whose avg daily vol is less than 100k shares, had 13 million sh volume so far
I don't read it that way. We will have to see how this develops.
Hopefully it does not fall apart.
Yes, it's confusing but as I understand it, $QIND is selling 61-75% of its shares to Actelis. That would be in exchange for just under 20% of $ASNS shares. Due to the difference in valuation between the 2 companies (QIND valued much higher), QIND will eventually own a majority of ASNS on NASDAQ.
$QIND valued much higher today!
So how is this going to work? They are not buying the whole company. I assume all s/h will be part of this (and not just JP and Nick). Do we all get a pro rata share of the acquiring company, and are left with those shares and the balance of QIND shares? QIND will still trade as a stand alone company. ????????
Jedi Here is a pr showing stock symbol
FREMONT, Calif., May 23, 2024 (GLOBE NEWSWIRE) -- Actelis Networks, Inc. (NASDAQ: ASNS) (“Actelis” or the “Company”) a market leader in cyber-hardened, rapid deployment networking solutions for IoT applications, today announced the signing of a binding term sheet to acquire between 61% to 75% of the issued and outstanding shares of Quality Industrial Corporation, a Nevada corporation (“QIND”) (OTC: QIND), subject to customary terms for closing.
QIND, whose operations are based out of Dubai, United Arab Emirates (“UAE”), designs, manufactures and supplies solutions for the critical infrastructure industrial and energy sectors. Its operating business reported $11 million in revenue and $1.8 million in net income in 2023 and is projecting substantial growth in 2024. For the first quarter ending March 31, 2024, QIND’s revenues were approximately $3.1 million, and its net income was approximately $0.76 million. With expansion of its customer base, QIND is expecting substantial growth in 2024. QIND currently services nearly 40,000 customers across the UAE with 7 operating facilities and a fleet of dozens of vehicles and approximately 100 employees. They are also internationally certified, local government approved, and its customers include household names such as Emirates Airlines, Emaar, Government of Dubai, Dubai Properties, WASL Group and many others. QIND’s sister company Emergency Response Technologies Inc., who is not part of this transaction, designs, manufactures and supplies patented firefighting technologies and solutions for the public safety sector, and is expected to enable further synergies with Actelis.
Tuvia Barlev, Chairman and CEO of Actelis, stated, “We are excited to team-up with QIND as it opens for us new geographies in the UAE, Gulf Region and Africa with applications in new, critical verticals such as energy, utilities, and public safety. Actelis’ technology is focused on innovation, enabling rapid modernization of critical infrastructure and industries, providing rapid deployment networking in a secure and cost-effective manner, and enabling smart IoT applications and sensors. QIND and other companies in the energy sector need reliable networking, cyber protection, and smart applications to improve their business operations. Remote monitoring for quality of service and safety, automation of delivery and billing, as well as forecasting and supply-chain optimization are all areas that can be strengthened with the Actelis’ technology. The acquisition of QIND allows Actelis to add inorganic, profitable revenue of a recurring nature while offering IoT technology to enhance the operations of QIND and its customers, resulting in smarter and more efficient operation, and enabling faster growth. As contemplated, the acquisition would result in a combined company which had on a proforma basis $17 million in revenue in 2023 with substantial growth projected for 2024.”
John-Paul Backwell, CEO of Quality Industrial Corp., stated, “The joining of Actelis and QIND aligns with our goal of expanding our company by harnessing advanced technologies to increase business efficiencies. Actelis’ solutions can assist in reducing our operational costs through the automation of product delivery and system monitoring, thereby improving our competitiveness and accelerating the growth of our business.”
Terms of the Transaction
At the Closing, in consideration for the purchased shares, Actelis will issue to the Sellers 19.99% of its common stock and preferred non-voting shares for the balance of the consideration. The companies are planning to close the transaction, pending regulatory requirements and due diligence, within 60 days. The preferred shares shall not be convertible to common stock prior to six months after the closing until such time as a registration statement is declared effective, whichever occurs sooner and shareholders’ approval will be obtained. The exact number of shares of the Company to be issued to the sellers will be based on a ratio of valuations of ASNS and QIND to be determined between the parties until closing.
The binding term sheet is subject to customary due diligence requirements and other covenants including but not limited to the raising of additional funding. The Term Sheet includes a 60-day non-solicitation obligation and a break-up fee.
About Actelis Networks, Inc.
Actelis Networks, Inc. (NASDAQ: ASNS) is a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications including federal, state and local government, ITS, military, utility, rail, telecom and campus applications. Actelis’ unique portfolio of hybrid fiber-copper, environmentally hardened aggregation switches, high density Ethernet devices, advanced management software and cyber-protection capabilities, unlocks the hidden value of essential networks, delivering safer connectivity for rapid, cost-effective deployment. For more information, please visit www.actelis.com.
About Quality Industrial Corporation:
Quality Industrial Corp. (OTC: QIND) is a Manufacturer and Service Provider for the Industrial, Oil and Gas, as well as the Utility sectors. It is involved in the design, consultation, supply, installation, and maintenance of liquefied petroleum gas (LPG) systems. The company also provides LPG cylinder distribution and bulk gas supply solutions. It serves commercial buildings, mixed use apartment complexes, shopping complexes, food courts, heavy industries, labor accommodations, catering units, commercial kitchens, and restaurants. The company was formerly known as Wikisoft Corp. and changed its name to Quality Industrial Corp. in August 2022. The company is headquartered in San Francisco, California. For more information, please visit www.qualityindustrial.com.
Forward-looking Statements
NEWS: QIND Signs Binding Term Sheet with Nasdaq Listed Actelis Networks
Thursday, 23 May 2024 09:00 AM
ACCESSWIRE | Article
Quality Industrial Corp.
Topic: Mergers and Acquisitions
SAN FRANCISCO, CA / ACCESSWIRE / May 23, 2024 / Quality Industrial Corp. (OTC PINK:QIND) ("QIND" or "Company") is a manufacturer and service provider for the industrial, oil & gas, and utility sectors. The company has signed a binding term sheet with Actelis Networks, Inc. ("Actelis") for Actelis to acquire 61% to 75% of the issued and outstanding shares of the Company, subject to customary terms for closing.
Actelis Networks, Inc. is a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications including federal, state and local government, ITS, military, utility, rail, telecom and campus applications. Actelis' unique portfolio of hybrid fiber, environmentally hardened aggregation switches, high-density Ethernet devices, advanced management software and cyber-protection capabilities, unlocks the hidden value of essential networks, delivering safer connectivity for rapid, cost-effective deployment.
John-Paul Backwell, CEO of QIND, stated, "Teaming up with Actelis opens up new opportunities for the expansion of our company. Harnessing the advanced technologies and smart-grid solutions that Actelis already provides to its energy, gas and utilities customers in Europe and the USA, can significantly increase our business efficiencies. The acquisition by Actelis also provides us with a strong foundation for future planned acquisitions."
Further synergies with Actelis are being explored with QIND's sister company, Emergency Response Technologies Inc. (ERT), which is not part of this transaction. ERT designs, manufactures, and supplies patented firefighting technologies and various solutions for the public safety sector.
QIND's operating business reported $11 million in revenue and $1.8 million in net income in 2023. For the first quarter ending March 31, 2024, QIND's revenues were approximately $3.1 million, and its net income was approximately $0.76 million. The company is projecting substantial growth in 2024. QIND currently services nearly 40,000 customers across the UAE with 7 operating facilities, dozens of vehicles, and approximately 100 employees. The company is internationally certified, local government approved, and services customers such as Emirates Airlines, Emaar, Government of Dubai, Dubai Properties, WASL Group, and many others.
QIND currently operates a manually intensive operation and requires the reliable networking and smart applications provided by Actelis to deliver remote monitoring, automated delivery and billing, as well as real-time forecasting and supply chain optimization. The company believes that Actelis' technology is integral to its reduction of operational costs and ability to win new contracts.
Tuvia Barlev, Chairman and CEO of Actelis, stated, "We are excited to team up with QIND as it opens new geographies for us in the Middle East and Africa with applications in new, critical verticals such as energy, utilities, and public safety.
Terms of the Transaction
At the Closing, in consideration for the purchased shares, Actelis will issue to the Sellers 19.99% of its common stock and preferred non-voting shares for the balance of the consideration. The companies are planning to close the transaction, pending regulatory requirements and due diligence, within 60 days. The preferred shares shall not be convertible to common stock before six months after the closing or until a registration statement is effective, whichever occurs sooner. The exact number of shares of the Company to be issued to the sellers will be based on a ratio of valuations of ASNS and QIND to be determined between the parties before closing.
The binding term sheet is subject to customary due diligence requirements and other covenants including but not limited to the raising of additional funding.
The Term Sheet includes a 60-day non-solicitation obligation and a break-up fee.
About Quality Industrial Corp.:
Quality Industrial Corp. (OTC PINK:QIND) is a Manufacturer and Service Provider for the Industrial, Oil and Gas, as well as the Utility sectors. It is involved in the design, consultation, supply, installation, and maintenance of liquefied petroleum gas (LPG) systems. The company also provides LPG cylinder distribution and bulk gas supply solutions. It serves commercial buildings, mixed-use apartment complexes, shopping complexes, food courts, heavy industries, labor accommodations, catering units, commercial kitchens, and restaurants. The company was formerly known as Wikisoft Corp. and changed its name to Quality Industrial Corp. in August 2022. The company is headquartered in San Francisco, California. For more information, please visit www.qualityindustrialcorp.com .
About Actelis Networks, Inc.:
Actelis Networks, Inc. is a market leader in cyber-hardened, rapid-deployment networking solutions for wide-area IoT applications including federal, state and local government, ITS, military, utility, rail, telecom and campus applications. Actelis' unique portfolio of hybrid fiber-copper, environmentally hardened aggregation switches, high-density Ethernet devices, advanced management software and cyber-protection capabilities, unlocks the hidden value of essential networks, delivering safer connectivity for rapid, cost-effective deployment. For more information, please visit www.actelis.com.
FORWARD-LOOKING STATEMENTS
This press release contains statements of a forward-looking nature about the Company. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "future" or other similar expressions. The Company has based these forward-looking statements primarily on the Company's current expectations and projections about future events and financial trends that the Company believes may affect Company's financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company's current expectations and projections are accurate. All forward-looking statements in this press release are based on the Company's information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results to differ materially from those implied by the forward-looking statements. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. This press release does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities of the Company. The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published, or distributed should inform themselves about and observe such restrictions.
CONTACT
Quality Industrial Corp.
315 Montgomery Street, San Francisco
CA 94104, USA
Phone: +1-800-706-0806
Email:info@qualityindustrialcorp.com
Investor site:https://qualityindustrialcorp.com
Twitter: @QualityIndCorp @ILUS_INTL
SOURCE: Quality Industrial Corp.
From the last pr:
"After extensive negotiations and initial due diligence, QIND's senior management recently met with executives from a company listed on a senior exchange in Dubai. Significant progress was made towards finalizing a transaction, and the parties are currently working on a binding agreement, with an external deadline driving the process"
Wonder what that external deadline is? Is it a SPAC that has to utilize funds by a certain time??
$QIND NEWS: QIND Summarizes First Quarter of 2024 Results and Provides Progress Update
Friday, 17 May 2024
Quality Industrial Corp.
Company Update
SAN FRANCISCO, CA / ACCESSWIRE / May 17, 2024 / Quality Industrial Corp. (OTC PINK:QIND) is a Manufacturer and Service Provider for the Industrial, Oil & Gas and Utility sectors. On May 15, 2024, the company filed its first quarter report which displayed strong financial performance.
First Quarter 2024 Financial Highlights:
QIND generated $3,086,519 in revenue for the three months ending on March 31, 2024. The increase in revenue is attributed to our acquisition and consolidation of Al Shola Gas during the reporting period. Al Shola Gas experienced a 28% increase in revenue compared to the first quarter of 2023.
The operating business revenue increased due to its enhanced focus on Bulk LPG supply, which led to higher margins. As a result, the gross profit percentage for the three months ended March 31, 2024, was 37%, compared to 32% for the period ended March 31, 2024.
QIND generated a net income of $758,440 for the three months ended March 31, 2024, compared to a net loss of $84,536 for the same period in 2023. The increase in net profit is mainly due to the net income generated by QIND's operating business, Al Shola Gas.
Recent Company Highlights:
In the second quarter of 2024, QIND is focusing on expanding its operating company, Al Shola Gas, while also working towards being listed on a senior exchange. After extensive negotiations and initial due diligence, QIND's senior management recently met with executives from a company listed on a senior exchange in Dubai. Significant progress was made towards finalizing a transaction, and the parties are currently working on a binding agreement, with an external deadline driving the process.
The company is making preparations to invest in two additional bobtail trucks for Al Shola Gas with the aim of expanding its bulk LPG supply. This strategic investment is intended to enable Al Shola Gas to surpass its current revenue and net income projections, driven by the heightened demand for bulk LPG supply from its contracted clientele.
This Press Release does not constitute an offer of any securities for sale.
FORWARD-LOOKING STATEMENTS
This press release contains statements of a forward-looking nature about the Company. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "future" or other similar expressions. The Company has based these forward-looking statements primarily on the Company's current expectations and projections about future events and financial trends that the Company believes may affect Company's financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company's current expectations and projections are accurate. All forward-looking statements in this press release are based on the Company's information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results to differ materially from those implied by the forward-looking statements. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. This press release does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities of the Company. The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published, or distributed should inform themselves about and observe such restrictions.
CONTACT
Quality Industrial Corp.
315 Montgomery Street, San Francisco
CA 94104, USA
Phone: +1-800-706-0806
Email: info@qualityindustrialcorp.com
Investor site: https://qualityindustrialcorp.com
Twitter: @QualityIndCorp @ILUS_INTL
SOURCE: Quality Industrial Corp.
$QIND - Waiting on the update for uplist to nasdaq.
Yes. That's true. We still have a QIND PR that is due this week. Hopefully we will learn more.
AginAustin
https://ih.advfn.com/stock-market/USOTC/ilustrato-pictures-pk-ILUS/stock-news/93870345/ilus-provides-a-first-quarter-filing-update
mention of QIND merger, but nothing about SAML though.
10Q was filed today. $3.1 M in Q1 revenue. Gross profit of $1.1M. Looks good to me. PR later this week with most likely an update to the NASDAQ merger. https://www.sec.gov/ix?doc=/Archives/edgar/data/1393781/000121390024043325/ea0205897-10q_quality.htm
I agree. It has been a long wait. Hopefully the ball gets rolling soon. Will love it when that news drops
Sounds like they will have to have 3 uplist partners. one for QIND, one for SAML and another (eventually) for ILUS. So, to some extent I am sure they have done some partner shopping.
But from the recent ILUS PR and a Brett Rosen tweet, we can expect to have the ILUS 10K and the QIND, SAML and likely ILUS 1Q 10Qs out soon. Getting them out early will allow them more time to complete the mergers prior to Aug 15 when the next set of financials are due. So, I expect the first of the business combination agreements to be issued shortly after the financials which they said should occur in April.
Yes, it is true that QI was a big target acquisition and they weren't able to complete it. But it seems clear that there was something about it (payment schedule perhaps or perhaps the QI accounts receivable) that the SEC didn't like and it was causing delays on the S1 acceptance. So, they have a smaller acquisition now, but also a much more better balance sheet. This new acquisition will be paid with the merger stock shares. After the merger or at least after the BCA is announced, I expect they will acquire 1 or 2 other companies that were mentioned in the Jan 29th shareholder letter.
I agree that they need to execute. Future is bright and worth the risk, IMO.
BFC discusses QIND, ILUS BFC discussion covering ILUS
AginAustin
Hopefully that will occur.
My question is-- are they uplist partner shopping? In prior pr's from Dec--Feb, they made it sound like things were moving along, lots of progress
being made regarding the merger negotiations, felt it would CLOSE prior to Mar 31 filings etc.. If you will notice in the most recent pr, the language was much more reserved.
Keep in mind the original "value" and "attractiveness" of QIND was the potential merger with QI. As some of us strongly suspected,
that deal could not be consummated and was recently terminated.
They have purchased a smaller company but then the QIND valuation may be less than earlier. Do you think the original target merger partner may have backed away and now they are shopping for another? Even if it is the original one, what we get for QIND in the exchange may not be what was originally planned.
Also, they always talk about "pending" acquisitions, and in many cases they never come to fruition. So would hold my breath on the two you mentioned.
I'm confident that QIND will merge with a big board shell and that it will be based on a valuation that is above the current MC and when it is announced the price will increase. Then upon uplisting/merging, I think they will acquire the two other companies that they mentioned in the shareholder letter: one in UK and one in Texas. They have always talked about uplisting with strength so as to not fizzle after the uplist. Acquiring two other companies should do that for them. I'm hoping to hear the announcement/filing in the next few weeks.
Mauiguy2
If I recall correctly, JP stated on the vodcast that the merger with the Naz company is happening and will be sooner than many expect.
Guess not.
CH, one of the things I like about you is that you're able to remember and articulate past management mishap's so well with both ILUS and QIND. As for me, the past remains fuzzy because so many things have never materialized. I just remain frustrated and disappointed that there's been very little walking the talk.
I think the last time we heard from JP was when he was being interviewed on BFC. He was saying that big things would be happening very soon and all shareholders would be happy. It's come to the point where I don't even remember what the next supposed big event is!!! There's been so many of them over the years. Unfortunately. they all seem to fizzle out.
BUT, for whatever reason, I remain a long and still remain hopeful!!!🙂
Error in last post. It seems QIND shares were given. Not ILUS shares.
Mauiguy2
I just bought Maui Jim sunglasses, so we may have even more in common. LOL
I have never seen a company with so many fits and starts. LOI's that don't come to fruition, purchases that have to be terminated,
mergers that feel like you are waiting for Gadot. Management has to look in the mirror and realize they are lightweight and need a strong person at the helm.
I guess the recent purchase of the new gas company was a "consolation prize" event. As they knew they were terminating the QI purchase, and thus the S-1 was a waste of time and money (and now being pulled), and they were promising shareholders the uplist merger, QIND had to have something in it to merge with into the Naz company. Thus, the new purchase. But is the value of QIND now reduced and thus the exchange ratio for QIND shares will be much less????
What about the ILUS shares given to Artelliq for the loan that was made to QI? I assume they will be unloaded in the market, if they have not already. So more shares given with, in essence, now nothing received.
You've always reminded me a lot of myself in regards to our thoughts on ILUS, QIND and management. We're tired and frustrated by all of JP and Nick's talk without "follow through". Yet, oddly enough, both of us. remain believers and hopeful that we'll soon see light at the end of the tunnel.
News: QIND Presses Forward Strongly with Completed Acquisition, Al Shola Gas
Quality Industrial Corp.
Tue, Apr 9, 2024, 7:15 AM EDT
In This Article: QIND
SAN FRANCISCO, CA / ACCESSWIRE / April 9, 2024 / Quality Industrial Corp. (OTC PINK:QIND), is a Manufacturer and Service Provider for the Industrial, Oil & Gas and Utility sectors. The company recently acquired a 51% interest in the United Arab Emirates headquartered, Al Shola Al Modea Gas Distribution LLC (Al Shola Gas) and is focused on the integration and expansion of the completed new acquisition.
On March 27, 2024, QIND signed a definitive Stock Purchase Agreement with the shareholders of Al Shola Gas to acquire a 51% interest in the company with an option to buy the remaining 49% within 2 years. The closing of the transaction took place when both parties signed the definitive agreement. Having obtained control upon execution of the Stock Purchase Agreement, QIND now occupies two of the three board seats of Al Shola Gas, including the seat of Chairman of the Board.
Established in 1980, Al Shola Gas is a United Arab Emirates headquartered, Engineering and Distribution company operating in the Gas sector. The company is one of the region's leading contractors of centralized gas pipeline systems, distributor of LPG cylinders, and supplier of bulk gas to commercial, residential and industrial facilities. Al Shola Gas currently employs 93 personnel and operates a fleet of over 50 trucks which service the company's nearly 10,000 active residential gas supply contracts and 570 commercial supply contracts. With QIND, the company is already targeting several lucrative central gas pipeline engineering and supply contracts in the Middle East and Africa while simultaneously adding further LPG bobtail trucks to its fleet, with each additional truck increasing the company's bulk supply of gas which is in high demand from customers in the region. Al Shola Gas delivered nearly $11 million and $1.8 million in 2023 revenue and net income respectively, with approximately $600,000 in bank borrowings on its balance sheet.
As previously disclosed on the Form 8-K dated April 5th, 2024, the Board of Directors of QIND accepted termination of the Quality International Purchase Agreement on April 1st, 2024. Further information can be found in the 8-K filing.
QIND is pleased to move forward with a healthy operating business while continuing its discussions with further acquisition options. Having filed its Form 10-K Annual Report on 8 April, 2024, the company now looks forward to the first consolidation of Al Shola Gas' financials in its upcoming Quarterly Report on Form 10-Q, to be filed on or before 15 May, 2024. QIND is currently in discussions with a National Exchange listed company regarding a Reverse Triangular Merger agreement. The company therefore plans to withdraw its S-1 Registration Statement previously filed with SEC and the National Exchange listed company intends to file an S-4 Registration Statement following signing of a Business Combination Agreement. All QIND Shareholder's shares will be exchanged for shares in the National Exchange listed company at an exchange ratio agreed between QIND and the National Exchange listed company. Each parties' valuation will be confirmed by a fairness opinion obtained from a team of experienced independent financial experts.
This Press Release does not constitute an offer of any securities for sale.
FORWARD-LOOKING STATEMENTS
This press release contains statements of a forward-looking nature about the Company. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "future" or other similar expressions. The Company has based these forward-looking statements primarily on the Company's current expectations and projections about future events and financial trends that the Company believes may affect Company's financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company's current expectations and projections are accurate. All forward-looking statements in this press release are based on the Company's information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results to differ materially from those implied by the forward-looking statements. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. This press release does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities of the Company. The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published, or distributed should inform themselves about and observe such restrictions.
CONTACT
Quality Industrial Corp.
315 Montgomery Street, San Francisco
CA 94104, USA
Phone: +1-800-706-0806
Email: info@qualityindustrialcorp.com
Investor site: https://qualityindustrialcorp.com
Twitter: @QualityIndCorp @ILUS_INTL
SOURCE: Quality Industrial Corp.
Are you referring to you IHUB posts on both ILUS and QIND? If so, I don't think you've gone overboard at all. Your posts are tame.....rational and well written. I would hate to think your posts here are the reason you've been cut off from receiving relevant tweets. Just curious....are you more vocal and more opinionated on other non-IHUB boards?
QIND and ILUS have cut me off from tweets--I gather they did not like my posts
Agin
I see it---Form 8K
I had been stating for a while that this deal looked dead and the prior financials would have to be re-stated.
Another management embarrassment.
So I guess, ILUS, which included the QIND "earnings", will have to restate as well??
AginAustin
Where did you see that QI deal was abandoned?
QIND and ILUS have cut me off from tweets--I gather they did not like my posts
QI deal abandoned. Confirmation of big board merger. Big reduction in liabilities. I think the reward was reduced short term and the risk was reduced. So, short term risk/reward may be similar to what is was. Long term risk/reward improved, IMO.
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CONTACT
Quality Industrial Corp.
315 Montgomery Street, San Francisco
CA 94104, USA
Phone: +1-800-706-0806
Email: info@qualityindustrialcorp.com
Investor site: https://qualityindustrialcorp.com
Twitter: @ QualityIndCorp @ILUS_INTL
SOURCE: Quality Industrial Corp.
ACCESSWIRE / January 11, 2024 / Samsara Luggage, Inc. (OTCQB:SAML) was formerly a manufacturer and distributor of luggage and following a change in business direction, the company is now a Mergers and Acquisitions company focused on acquiring and growing companies in the public safety sector. This change in business direction follows the acquisition of the majority stake in SAML by Ilustrato Pictures International Inc. (OTC: ILUS).
As per the Form 8-K filed by SAML on January 9, 2024, the company confirmed that ILUS acquired a convertible note from YAII PN, LTD with outstanding principal and accrued interest of $600,684.93. On January 5, 2024, ILUS converted the note into 150,753,425 shares of SAML common stock. As a result of the conversion, as of January 5, 2024, ILUS acquired control of 91.5% of the outstanding shares in SAML.
SAML confirms that its existing luggage business will be spun out and ILUS intends to merge in several of its existing Emergency Response focused companies in return for a stock consideration to Shareholders of ILUS. The company confirms that going forward, it will function as the Emergency Response subsidiary of ILUS, known as Emergency Response Technologies (ERT).
SAML plans to change its name and ticker as appropriate for its change in business direction. This shall take place in connection with a short form merger with its wholly owned subsidiary, Emergency Response Technologies, in accordance with NRS 92A.180. The corporate action will be submitted to FINRA and will be effective once a market effective date is provided by FINRA.
SAML is planning the aggressive expansion of Emergency Response Technologies in order to execute the business plan of its parent company, ILUS. The company has made its own funding arrangements in order to execute its growth plan. In addition to the merging in of existing ILUS assets, the company is considering further acquisition options, whereby negotiations have taken place or are currently taking place. This includes the possible acquisition of a US headquartered emergency vehicle manufacturer and distributor. Following execution of its initial growth plan, SAML intends to uplist to a major stock exchange.
Mrs. Atara Dzikowski, and Mr. David Dahan have resigned from all their positions with SAML. Nicolas Link was appointed as SAML's Chairman of the Board and John-Paul Backwell was appointed as the company's Chief Executive Officer and Director. Dan Peters will serve as President of SAML, and further appointments will be made to the company's board and management team.
Over the course of the coming weeks, SAML will provide a number of updates to Shareholders as assets are merged in and business progress is made. SAML Shareholders are urged to keep an eye on the company's ERT website and ERT Twitter account, the details of which are listed below:
Websites: https://ert-international.com
Twitter: @ERT_ILUS
Email: info@ert-international.com
FORWARD-LOOKING STATEMENTS
This press release contains statements of a forward-looking nature about the Company. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "future" or other similar expressions. The Company has based these forward-looking statements primarily on the Company's current expectations and projections about future events and financial trends that the Company believes may affect Company's financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company's current expectations and projections are accurate. All forward-looking statements in this press release are based on the Company's information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results to differ materially from those implied by the forward-looking statements. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. This press release does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities of the Company. The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published, or distributed should inform themselves about and observe such restrictions.
© Copyright 2024 ACCESSWIRE. All Rights Reserved.
SAN FRANCISCO, CA / ACCESSWIRE / December 7, 2023 / Quality Industrial Corp. (OTC PINK:QIND), is a Manufacturer of equipment and infrastructure for the Industrial and Energy sectors. Today the company filed an amended S-1 Registration Statement for the sale of its common stock in a firm commitment public offering and concurrent NYSE American listing. The amended offering shall be for the amount of gross proceeds of up to $3.5 million.
As described in the S-1/A, QIND is in the process of revising the terms of its ongoing payment tranche obligations for the acquisition of Quality International. While the revised payment terms are being agreed, the company has filed its amended S-1 for the purpose of disclosure and progress towards the clearance of SEC comments. Clearance of comments and the corresponding date of S-1 effectiveness affects the terms to be agreed in the revised payment arrangements.
QIND's original S-1 filing contained an offering for an amount of gross proceeds of up to $7 million which has since been reduced to $3.5 million, therefore reducing dilution. Further the company will amend the S-1 to include its engaged Investment Bank once the structure and timeframe of the revised payment arrangements with Quality International are finalized.
The S-1/A now includes the independent valuation report of Quality International by Kreston Menon, a division of Kreston Global, which was obtained by QIND. The amended S-1 also includes the audit reports of Quality International by Ernst & Young and Deloitte for 2020 and 2021 respectively. These aforementioned reports have been filed as exhibits to the S-1/A.
This Press Release does not constitute an offer of any securities for sale.
FORWARD-LOOKING STATEMENTS
This press release contains statements of a forward-looking nature about the Company. You can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "future" or other similar expressions. The Company has based these forward-looking statements primarily on the Company's current expectations and projections about future events and financial trends that the Company believes may affect Company's financial condition, results of operations, business strategy, and financial needs. There is no assurance that the Company's current expectations and projections are accurate. All forward-looking statements in this press release are based on the Company's information on the date hereof. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results to differ materially from those implied by the forward-looking statements. The Company operates in a rapidly evolving environment. New risk factors emerge from time to time. The Company does not undertake any obligation to update or revise the forward-looking statements except as required under applicable law. This press release does not constitute or form part of any offer or invitation to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities, nor any solicitation of any offer to purchase, otherwise acquire, issue, subscribe for, sell, or otherwise dispose of any securities of the Company. The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published, or distributed should inform themselves about and observe such restrictions.
CONTACT
Quality Industrial Corp.
315 Montgomery Street, San Francisco
CA 94104, USA
Phone: +1-800-706-0806
Email: info@qualityindustrialcorp.com
Investor site: https://qualityindustrialcorp.com
Twitter: @QualityIndCorp @ILUS_INTL
SOURCE: Quality Industrial Corp.
SAN FRANCISCO, CA / ACCESSWIRE / November 21, 2023 / Quality Industrial Corp. (OTC PINK:QIND), yesterday filed its financial results for the third quarter ended September 30, 2023, on SEC Form 10-Q, in accordance with applicable accounting standards.
QIND reported revenue of $22.1M and net profit of $1.9M for the three months ended September 30, 2023, compared to $19,8M in revenue and net profit of $2.4M for the same period in 2022. The net profit decrease was due to shares issued to management totaling $1.5M during the quarter. However, the underlying performance of the operating business increased its net profit compared to the same period in 2022, with $3.4M achieved before adjusting for share issuances. QIND remains optimistic about its fourth quarter growth over the same period last year.
QIND has continued to lay the foundations for future growth, including but not limited to its planned uplist to the NYSE American. The Company's S-1 Registration Statement will be amended with the third quarter financial statements and subsequently filed with the Securities and Exchange Commission.
SAN FRANCISCO, CA / ACCESSWIRE / September 20, 2023 / Quality Industrial Corp. (OTC PINK:QIND), is a Manufacturer of equipment and infrastructure for the Industrial, Energy, and Utility Sectors. On March 19, 2023, QIND filed an S-1 Registration Statement for the sale of its common stock in a firm commitment public offering and concurrent NYSE American listing. The offering shall be for an amount of gross proceeds of up to $7 million.
Upon effectiveness of the offering, QIND intends to uplist to the NYSE American. If required in order to meet the bid price requirement for the listing, the company will affect an authorized reverse stock split simultaneous to its listing on the NYSE American.
"We firmly believe that an uplist to the NYSE American is in the best interest of our company and Shareholders. We are confident that it is our optimal path for realizing the value we see in the company and for its expansion from a largely Middle Eastern operation with several global multinational customers towards a global operation servicing the wider Energy sector. It is exciting that we have now taken a very significant step closer towards this objective." Said QIND CEO, John-Paul Backwell.
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