CURRENT LIABILITIES

6 Months Ended

Jun. 30, 2026

Current Liabilities

CURRENT LIABILITIES

NOTE 6. CURRENT LIABILITIES

Accounts Payable

Accounts payable of $1,003,201 as of June 30, 2026, includes the Trade and Other Payables of the company and its subsidiary Al Shola Gas, compared to $1,158,471 as of December 31, 2025.

Accounts Payable Ageing Al Shola Gas	June 30, 2026		December 31, 2025
1-30 days		228,600		350,210
31-60 days		101,333		137,972
61-90 days		100,845		95,294
+90 days		572,422		574,995
Total		1,003,201		1,158,471

Operating Lease Liabilities - Current

As of June 30, 2026, the Company had a current portion of lease liabilities of $169,898 compared to $154,040 as of December 31, 2025.

Convertible Notes

On August 3, 2022, the Company issued a two-year convertible promissory note in the principal amount of $1,100,000 to RB Capital Partners Inc. The Note bears interest at 7% per annum. The Company has 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 to $1.00 per share.

On March 17, 2023, the Company issued a two-year convertible promissory note in the principal amount of $200,000 to RB Capital Partners Inc. The Note bears interest at 7% per annum. The Company has the right to repay 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 to $1.00 per share.

On May 23, 2023, the Company issued to Jefferson Street Capital LLC a one-year convertible promissory note in the principal amount of $220,000 (the “Jefferson Note”). The Jefferson Note bears interest at 6.5% per annum. The Company has the right to prepay the Note at any time. All principal on the Jefferson 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 to $0.35 per share. During the six months ended September 30, 2024, the lender elected to convert an aggregate of $100,000 of principal into 2,697,315 shares of common stock.

On July 31, 2023, the Company issued to 1800 Diagonal Lending Ltd. a promissory note in the principal amount of $174,867 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $22,732. The Company will prepay the Diagonal Lending Note in nine monthly payments each in the amount of $21,955.45. The promissory note matures on February 28, 2024, with a total payback to the Holder of $197,599. All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. The note has been repaid in full.

On August 15, 2023, the Company issued to 1800 Diagonal Lending Ltd. a promissory note in the principal amount of $118,367 (the “Diagonal Lending Note”). The Diagonal Lending Note had a one-time interest amount of $15,387.71. The Company will prepay the Diagonal Lending Note in nine monthly payments each in the amount of $14,861.64. The promissory note matures on May 30, 2024, with a total payback to the Holder of $133,754.71 All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. The note has been repaid in full.

On June 16, 2023, the Company issued to Sky Holdings Ltd. a six-month convertible promissory note in the principal amount of $550,000. The Note bears interest at 7% per annum. The Company has 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 to $0.35 per share. On May 16, 2024, the promissory note was amended to have a conversion price equal to $0.0375 per share. During the six months ended September 30, 2024, the lender elected to convert $77,000 of principal and $35,863 of accrued interest into 3,009,680 shares of common stock at a conversion price of $.0375.

On December 20, 2023, QIND issued a two-year convertible promissory note RB Capital Partners Inc. in the principal amount of $100,000 with a maturity date of December 30, 2025. The note bears interest at 10% per annum. QIND has the right to prepay the note at any time. All principal on the note is convertible into shares of QIND common stock after six months from issuance at the election of the holder at a conversion price equal to $1.00 per share. As of December 31, 2025, The note had been repaid in full including interest.

On December 20, 2023, the Company issued a one-year convertible promissory note in the principal amount of $100,000 to Lorlev 26 Irrevocable Trust. This Convertible Promissory Note (the “Note”) shall bear a minimum of Twenty percent (20%) interest which will be payable within 5 business days from when the company receives the IPO funding, and thereafter Fifteen percent (15%) per annum will be charged. The Note is for 1 year and cannot be converted until (6) months from the date first written above has passed. Fifty Percent (50%) of the value of this note in commitment shares to be issued at a 25% discount to the IPO price. These shares are to be issued upon uplist to the NASDAQ and must be held for six (6) months. If QIND does not uplist, then Holder will be issued 200% of the value of this note in QIND stock listed on the OTC Markets. Upon payment in full of the principal, this Note shall be surrendered to the Company for cancellation.

On January 18, 2024, we issued a convertible promissory note 1800 Diagonal Lending LLC in the principal amount of $174,867 and a one-time interest charge of $22,732. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each of $21,955 (a total payback to the Holder of $197,599). All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days before the Conversion Date. The note has been repaid in full.

On February 6, 2024, we issued a six-month convertible promissory note to Exchange Listing LLC in the principal amount of $35,000. The note is convertible into common stock at the rate of at a discount of thirty-five percent (35%) to the volume weight average trading (“VWAP”) of the Company’s common stock for the five (5) days before any conversion and bears 10% interest per annum. The maturity date shall be the earlier of (i) six (6) months from the Issue Date or upon completion of a listing of the Company on a Senior Exchange.

On March 12, 2024, we issued a convertible promissory note to 1800 Diagonal Lending LLC in the principal amount of $118,367 and a one-time interest charge of $15,387. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each in the amount of $14,861.56 commencing April 15, 2024 (a total payback to the Holder of $133,754). All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. The note has been repaid in full

On May 21, 2024, we issued a one-year convertible promissory note Jefferson Street Capital LLC in the principal amount of $71,500, with equal consecutive payments due monthly beginning on October 21, 2024, that is five (5) months from the Issue Date with the final payment due on February 21, 2025. The note is convertible into common stock at the rate of $0.03 and bears 10% interest per annum. The promissory note required 500,000 commitment shares to be issued. The relative fair value of these commitment shares of $24,179 was recorded as a debt discount and increase to additional paid-in capital. The discount will be amortized into interest expense over the term of the promissory note. As of September 30, 2024, the unamortized discount was approximately $21,000.

On July 3, 2024, we issued a convertible promissory note 1800 Diagonal Lending LLC in the principal amount of $179,400. A one-time interest charge of thirteen percent with a total of $23,322 was applied on the Issuance Date. The first payment shall be due August 15, 2024, with eight subsequent payments due on the 15th of each month thereafter. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each of $22,524.67 (a total payback to the Holder of $202,722). All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. There is no Balance Due remaining under this Note.

On September 25, 2024, we entered into a loan agreement with J.J. Astor & Co. The Note is the senior secured with a Principal Amount of $405,000, which shall be payable in forty weekly instalments of $10,125. The note converts at 80% of the average of the four lowest volume weighted average closing prices of Company Common Stock over the twenty (20) trading days immediately prior to each permitted conversion of the Note.

On September 25, 2024, we issued a convertible promissory note 1800 Diagonal Lending LLC in the principal amount of $115,000. A one-time interest charge of thirteen percent with a total of $14,950 was applied on the Issuance Date. The first payment shall be due October 30, 2024, with eight subsequent payments due on the 30th of each month thereafter. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in nine (9) payments each of $ $14,438.89 (a total payback to the Holder of $129,500). All principal on the Diagonal Lending Note is convertible into shares of our common stock in the event of default with a conversion price of 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date. The note has been fully converted.

Certain convertible notes include original issuance discounts or other issuance-type costs, resulting in debt discounts upon execution. These discounts are amortized into interest expense over the term of the convertible note. As of June 30, 2026, all related discounts have been fully amortized and no amortization expense was recognized during the period ended June 30, 2026.

A summary of these outstanding convertible notes and accrued interest as of June 30, 2026, is summarized below:

Debt & Interest Payable

																	Cumulative Repayments								Cumulative Conversions												Total Balance Remaining
Lender	Date of Issue		Maturity Date		Initial Interest Rate (%)			Default Interest Rate (%)			Original Principal Amount		Total Default Interest/Fees Incurred Since Issuance (Before Repayments and Conversions)		Total Interest Accrued Since Issuance (Before Repayments and Conversions)		Principal Repayments		Default Interest Repayments		Accrued Interest Repayments		Total Repayments		Principal Converted		Default Interest and Fees converted		Accrued Interest Converted		Total Amount Converted		Conversion Price per share		Total Number of Common Shares Issued		Principal Outstanding		Default Interest (Default Principal) outstanding		Accrued Interest Outstanding		Total Balance Remaining
											$		$		$		$		$		$		$		$		$		$		$		$				$		$		$		$
RB Capital Partners Inc.		August 3, 2022		August 3, 2024		7	%		-			1,100,000		-		301,249		-		-		-		-		-		-		-		-		-		-		1,100,000		-		301,249		1,401,249
RB Capital Partners Inc.		March 17, 2023		March 17, 2025		7	%		-			200,000		-		43,895		57,705		-		-		57,705		-		-		-		-		-		-		142,295		-		43,895		186,190
Jefferson Street Capital LLC		May 23, 2023		February 23, 2024		6.5	%		15	%		220,000		138,963		34,416		-		-		-		-		220,000		36,509		16,486		272,995		-		13,524,647		-		102,454		17,930		120,384
Sky Holdings Ltd		June 16, 2023		December 16, 2023		7	%		-			550,000		-		106,051		-		-		-		-		77,000		-		35,863		112,863		0.0375		3,009,680		473,000		-		70,188		543,188
Lorlev 26 Irrevocable Trust		December 20, 2023		December 20, 2024		-			-			100,000		-		29,000		100,000		-		20,000		120,000		-		-		-		-		-		-		-		-		9,000		9,000
Exchange Listing LLC		February 6, 2024		August 6, 2024		10	%		20	%		35,000		-		15,712		-		-		-		-		-		-		-		-		-		-		35,000		-		15,712		50,712
Jefferson Street Capital LLC		May 21, 2024		February 21, 2025		10	%		15	%		71,500		44,769		18,906		-		-		-		-		71,500		44,769		1,500		117,769		-		61,995,097		-		-		17,406		17,406
J.J. Astor & Co		September 20, 2024		June 30, 2025		0	%		16	%		405,000		37,462		84,317		323,963		37,462		-		361,425		-		-		-		-		-		-		81,037		-		84,317		165,354
Total												2,681,500		221,195		633,546	481,668			37,462		20,000		539,130		368,500		81,278		53,849		503,627		-		78,529,424		1,831,332		102,454		559,697		2,493,483

Options and Warrants

In accordance with ASC 470, warrants have been classified as a liability and recorded at their fair value.

On April 19, 2023, the Company issued a common share purchase warrant to Exchange Listings LLC (the “Exchange Common Share Purchase Warrant”). The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 200,000 of the Company’s common shares (whereby such number may be adjusted from time to time pursuant to the terms and conditions of the Exchange Common Share Purchase Warrant) at the exercise price of $0.58, per share then in effect. The warrants are exercisable for five years.

On May 23, 2023, the Company issued a common share purchase warrant to Jefferson Street Capital LLC (the “Jefferson Common Share Purchase Warrant”). The holder is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from the Company, 50,000 of the Company’s common shares (whereby such number may be adjusted from time to time pursuant to the terms and conditions of the Jefferson Common Share Purchase Warrant) at the exercise price of $3.50, per share then in effect. The warrants are exercisable for five years.

Other Payables Current

Other payables - current amounted to $9,069,858 as of June 30, 2026, compared to $7,965,456 as of December 31, 2025.

The balance primarily consists of (i) the current portion of bank borrowings of $89,858, and (ii) $8,980,000 representing the current portion of the purchase consideration payable to the shareholders of Al Shola Gas in connection with its acquisition on March 27, 2024.

Other Payables Current	June 30, 2026		December 31, 2025
Payable Al Shola Gas		8,980,000		7,875,000
Other Payables current		89,858		90,456
Total Other Payables Current	$	9,069,858	$	7,965,456

Other Current Liabilities –

Other current liabilities amounted to $1,179,526 as of June 30, 2026, compared to $981,812 as of December 31, 2025. The components of other current liabilities are presented in the table below.

Other Current Liabilities	June 30, 2026		December 31, 2025
Value Added Tax (VAT) Payable		40,919		-
Accrued Interest on Convertible note		559,697		495,185
Payroll Liabilities		259,451		231,518
Provision for Audit & Review fee		52,000		90,000
Provision for Legal & Professional Charges		62,500		-
Corporate Tax payable		204,959		165,109
Total		1,179,526		981,812

Related Party Payable

On November 18, 2024, QIND, Fusion, Ilustrato, and certain other stockholders of the Company, entered into the Purchase Agreement. Pursuant to section 6.04 of the Purchase Agreement, Purchaser (as defined therein) shall use commercially reasonable efforts to raise at least $5,000,000 in one or more financing transactions, and the Company and QIND Sellers shall support and assist Purchaser in connection with the Purchaser Financing (as defined therein). The Parties (as defined therein) agreed that 50% of the proceeds from the Purchaser Financing will be set aside and made available expressly for the Company to use for its working capital and corporate needs and the remaining 50% of such funds will be set aside and made available expressly for the businesses of Purchaser existing immediately prior to Closing to use for their working capital and corporate needs. To split the net proceeds of the Purchaser Financing as described above, Purchaser shall make loans of one-half of the net proceeds to the Company, which loans shall be (i) forgiven upon the Preferred Stock Conversion (as defined therein) or (ii) repaid if the Transactions (as defined therein) are unwound.

As of June 30, 2026, and December 31, 2025, the Company had amounts owed to Fusion Fuel amounting to $4,771,169 and $4,427,537, respectively.