UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
September 30, 2012
or
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from ______________ to________________
Commission
file number
333-168895
QUEST
WATER GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
27-1994359
|
(State
or other jurisdiction of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
2030
Marine Drive, Suite 302
North
Vancouver, British Columbia,
Canada
|
|
V7P
1V7
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(
604)
986-2219
(Registrant’s
telephone number, including area code)
N/A
(Former
name, former address and former fiscal year, if changed since last report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [ ]
No [X]
Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X]
No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
|
Smaller
reporting company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
No
[X]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ]
No [ ]
APPLICABLE
ONLY TO CORPORATE ISSURS:
As
of November 19, 2012, the registrant’s outstanding common stock consisted of 84,833,860 shares.
TABLE
OF CONTENTS
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
Item
1.
|
|
Financial Statements
|
|
3
|
Item
2.
|
|
Management’s Discussion
and Analysis of Financial Condition and Results of Operations
|
|
5
|
Item
3.
|
|
Quantitative and Qualitative Disclosures
about Market Risk
|
|
11
|
Item
4.
|
|
Controls and Procedures
|
|
11
|
|
|
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
Item
1.
|
|
Legal Proceedings
|
|
12
|
Item
1A.
|
|
Risk Factors
|
|
12
|
Item
2.
|
|
Unregistered Sales of Equity Securities
and Use of Proceeds
|
|
12
|
Item
3.
|
|
Defaults Upon Senior Securities
|
|
12
|
Item
4.
|
|
Mine
Safety Disclosures
|
|
12
|
Item
5.
|
|
Other Information
|
|
12
|
Item
6.
|
|
Exhibits
|
|
13
|
Item
1. Financial Statements
Quest
Water Global, Inc.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Consolidated
Financial Statements
September
30, 2012
(Expressed
in US dollars)
(unaudited)
|
Index
|
|
|
Consolidated
Balance Sheets
|
F-1
|
|
|
Consolidated
Statements of Operations
|
F-2
|
|
|
Consolidated
Statement of Stockholders’ Deficit
|
F-3
|
|
|
Consolidated
Statements of Cash Flows
|
F-4
|
|
|
Notes
to the Consolidated Financial Statements
|
F-5
|
PRESENTATION
OF INFORMATION
As
used in this quarterly report, the terms “we”, “us”, “our” and the “Company” mean
Quest Water Global, Inc. and its consolidated subsidiaries, unless otherwise indicated.
This
quarterly report includes our interim unaudited consolidated financial statements as at and for the period ended September 30,
2012. These financial statements have been prepared in accordance with generally accepted accounting principles in the United
States (“US GAAP”). All financial information in this quarterly report is presented in U.S. dollars, unless otherwise
indicated, and should be read in conjunction with the financial statements and the notes thereto included in this quarterly report.
As
disclosed in our current report on Form 8-K dated January 10, 2012, on January 6, 2012, we completed a share exchange with Quest
Water Solutions, Inc. (“Quest”), a Nevada corporation that is now our wholly owned subsidiary and operating business
(the “Share Exchange”). The Share Exchange was treated as a recapitalization effected through a share exchange, with
Quest as the accounting acquirer and the Company as the accounting acquiree. Our consolidated financial statements are therefore,
in substance, those of Quest.
FORWARD-LOOKING
STATEMENTS
This
quarterly report, any supplement to this quarterly report, and any documents incorporated by reference in this quarterly report,
include “forward-looking statements”. To the extent that the information presented in this quarterly report discusses
financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise
makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by
the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”,
“forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations
reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties
that could cause actual results to differ materially from such forward-looking statements.
The
forward-looking statements made in this quarterly report relate only to events or information as of the date on which the statements
are made. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information,
future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
You should read this quarterly report and the documents that we reference in this quarterly report and have filed as exhibits
with the understanding that our actual future results may be materially different from what we expect. You should not rely upon
forward-looking statements as predictions of future events.
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Consolidated
Balance Sheets
(Expressed
in US dollars)
|
|
September 30, 2012
|
|
|
December 31, 2011
|
|
|
|
$
|
|
|
$
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
|
13,179
|
|
|
|
33,060
|
|
Prepaid expenses
|
|
|
7,835
|
|
|
|
12,429
|
|
Total current assets
|
|
|
21,014
|
|
|
|
45,489
|
|
Property and equipment (Note 3)
|
|
|
265,028
|
|
|
|
275,712
|
|
Total assets
|
|
|
286,042
|
|
|
|
321,201
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
211,916
|
|
|
|
166,642
|
|
Accrued liabilities
|
|
|
–
|
|
|
|
29,158
|
|
Convertible notes payable, net of unamortized discount of $nil (2011 - $16,693) (Note 4)
|
|
|
–
|
|
|
|
262,807
|
|
Loan payable (Note 5)
|
|
|
–
|
|
|
|
200,000
|
|
Due to related parties (Note 6)
|
|
|
498,912
|
|
|
|
515,893
|
|
Total current liabilities
|
|
|
710,828
|
|
|
|
1,174,500
|
|
Convertible notes payable, net of unamortized discount of $93,125 (2011 - $nil)
|
|
|
81,875
|
|
|
|
–
|
|
Total liabilities
|
|
|
792,703
|
|
|
|
1,174,500
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
|
|
|
|
|
|
Preferred stock, 5,000,000 shares authorized, $0.000001 par value, 2 and nil shares issued and outstanding, respectively
|
|
|
1
|
|
|
|
–
|
|
Common stock, 95,000,000 shares authorized, $0.0001 par value, 84,833,860 and 49,344,360 shares issued and outstanding, respectively
|
|
|
55
|
|
|
|
2,456
|
|
Common stock issuable (Note 7)
|
|
|
113,000
|
|
|
|
–
|
|
Additional paid-in capital
|
|
|
4,478,248
|
|
|
|
592,662
|
|
Deficit accumulated during the development stage
|
|
|
(5,097,965
|
)
|
|
|
(1,448,417
|
)
|
Total stockholders’ deficit
|
|
|
(506,661
|
)
|
|
|
(853,299
|
)
|
Total liabilities and stockholders’ deficit
|
|
|
286,042
|
|
|
|
321,201
|
|
|
|
|
|
|
|
|
|
|
Nature of operations and continuance of business (Note 1)
|
|
|
|
|
|
|
|
|
Commitments (Note 10)
|
|
|
|
|
|
|
|
|
(The
accompanying notes are an integral part of these consolidated financial statements)
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Consolidated
Statements of Operations
(Expressed
in US dollars)
(unaudited)
|
|
Three months
ended
September 30, 2012
|
|
|
Three months
ended
September 30, 2011
|
|
|
Nine months
ended
September 30, 2012
|
|
|
Nine months
ended
September 30, 2011
|
|
|
Accumulated from
February 20, 2009
(date of inception)
to
September 30, 2012
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advertising and promotion
|
|
|
4,129
|
|
|
|
3,035
|
|
|
|
42,742
|
|
|
|
5,938
|
|
|
|
59,897
|
|
Amortization
|
|
|
8,248
|
|
|
|
1,012
|
|
|
|
24,744
|
|
|
|
3,037
|
|
|
|
34,768
|
|
Automotive
|
|
|
4,140
|
|
|
|
4,126
|
|
|
|
34,864
|
|
|
|
15,869
|
|
|
|
73,199
|
|
Consulting fees
|
|
|
20,628
|
|
|
|
32,740
|
|
|
|
908,277
|
|
|
|
44,290
|
|
|
|
1,075,800
|
|
Foreign exchange loss (gain)
|
|
|
379
|
|
|
|
(2,948
|
)
|
|
|
13,233
|
|
|
|
(4,503
|
)
|
|
|
1,565
|
|
Management fees (Note 6)
|
|
|
75,000
|
|
|
|
45,000
|
|
|
|
2,164,525
|
|
|
|
135,000
|
|
|
|
2,724,525
|
|
Office and miscellaneous
|
|
|
3,504
|
|
|
|
4,938
|
|
|
|
73,266
|
|
|
|
13,131
|
|
|
|
126,230
|
|
Professional fees
|
|
|
52,651
|
|
|
|
26,258
|
|
|
|
240,038
|
|
|
|
88,420
|
|
|
|
514,397
|
|
Rent
|
|
|
7,630
|
|
|
|
7,788
|
|
|
|
22,679
|
|
|
|
23,263
|
|
|
|
108,722
|
|
Telephone
|
|
|
3,836
|
|
|
|
2,215
|
|
|
|
11,946
|
|
|
|
8,783
|
|
|
|
48,256
|
|
Transfer agent and filing fees
|
|
|
34
|
|
|
|
–
|
|
|
|
16,474
|
|
|
|
–
|
|
|
|
16,474
|
|
Travel
|
|
|
(242
|
)
|
|
|
1
|
|
|
|
54,966
|
|
|
|
2,957
|
|
|
|
160,922
|
|
Total expenses
|
|
|
179,937
|
|
|
|
124,165
|
|
|
|
3,607,754
|
|
|
|
336,185
|
|
|
|
4,944,755
|
|
Loss before other income (expense)
|
|
|
(179,937
|
)
|
|
|
(124,165
|
)
|
|
|
(3,607,754
|
)
|
|
|
(336,185
|
)
|
|
|
(4,944,755
|
)
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion
of discounts on convertible notes payable
|
|
|
(14,375
|
)
|
|
|
(30,054
|
)
|
|
|
(41,794
|
)
|
|
|
(65,205
|
)
|
|
|
(155,981
|
)
|
Gain on settlement of debt
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
7,902
|
|
Interest expense
|
|
|
–
|
|
|
|
(3,562
|
)
|
|
|
–
|
|
|
|
(7,671
|
)
|
|
|
(6,206
|
)
|
Interest income
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,075
|
|
Total other income (expense)
|
|
|
(14,375
|
)
|
|
|
(33,616
|
)
|
|
|
(41,794
|
)
|
|
|
(72,876
|
)
|
|
|
(153,210
|
)
|
Net loss
|
|
|
(194,312
|
)
|
|
|
(157,781
|
)
|
|
|
(3,649,548
|
)
|
|
|
(409,061
|
)
|
|
|
(5,097,965
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share, basic and diluted
|
|
|
–
|
|
|
|
(0.01
|
)
|
|
|
(0.04
|
)
|
|
|
(0.02
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding
|
|
|
84,883,860
|
|
|
|
26,001,263
|
|
|
|
83,278,358
|
|
|
|
23,098,066
|
|
|
|
|
|
(The
accompanying notes are an integral part of these consolidated financial statements)
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A Development Stage Company)
Consolidated
Statement of Stockholders’ Deficit
(Expressed
in US dollars)
(unaudited)
|
|
Preferred
stock
|
|
|
Common
stock
|
|
|
Additional
paid-in
|
|
|
Common
stock
|
|
|
Deficit
accumulated
during the
development
|
|
|
|
|
|
|
Number
|
|
|
Amount
|
|
|
Number
|
|
|
Amount
|
|
|
capital
|
|
|
issuable
|
|
|
stage
|
|
|
Total
|
|
|
|
|
|
|
$
|
|
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Balance,
December 31, 2011
|
|
|
–
|
|
|
|
–
|
|
|
|
110,500,000
|
|
|
|
111
|
|
|
|
80,390
|
|
|
|
–
|
|
|
|
(87,291
|
)
|
|
|
(6,790
|
)
|
January
6, 2012, recapitalization transactions: (Note 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
stock returned and cancelled for spin out of RPM Dental, Inc.
|
|
|
–
|
|
|
|
–
|
|
|
|
(80,000,000
|
)
|
|
|
(80
|
)
|
|
|
(49,890
|
)
|
|
|
–
|
|
|
|
56,791
|
|
|
|
6,821
|
|
Recapitalization
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(31
|
)
|
|
|
(30,500
|
)
|
|
|
–
|
|
|
|
30,500
|
|
|
|
(31
|
)
|
Shares
issued for Quest Water Solutions, Inc.
|
|
|
–
|
|
|
|
–
|
|
|
|
51,369,860
|
|
|
|
51
|
|
|
|
823,794
|
|
|
|
–
|
|
|
|
(1,448,417
|
)
|
|
|
(624,572
|
)
|
Preferred
stock issued
|
|
|
2
|
|
|
|
1
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
Common
stock issued for cash at $0.25 per share
|
|
|
–
|
|
|
|
–
|
|
|
|
2,398,000
|
|
|
|
2
|
|
|
|
599,498
|
|
|
|
–
|
|
|
|
–
|
|
|
|
599,500
|
|
Common
stock issued for cash at $0.25 per share
|
|
|
–
|
|
|
|
–
|
|
|
|
310,000
|
|
|
|
1
|
|
|
|
77,499
|
|
|
|
–
|
|
|
|
–
|
|
|
|
77,500
|
|
Common
stock issued for conversion of notes payable
|
|
|
–
|
|
|
|
–
|
|
|
|
256,000
|
|
|
|
1
|
|
|
|
63,999
|
|
|
|
–
|
|
|
|
–
|
|
|
|
64,000
|
|
Stock-based
compensation for options granted
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2,798,458
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2,798,458
|
|
Fair
value of beneficial conversion features for convertible notes payable
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
115,000
|
|
|
|
–
|
|
|
|
–
|
|
|
|
115,000
|
|
Common
stock issuable
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
113,000
|
|
|
|
–
|
|
|
|
113,000
|
|
Net
loss for the period
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
(3,649,548
|
)
|
|
|
(3,649,548
|
)
|
Balance, September
30, 2012
|
|
|
2
|
|
|
|
1
|
|
|
|
84,833,860
|
|
|
|
55
|
|
|
|
4,478,248
|
|
|
|
113,000
|
|
|
|
(5,097,965
|
)
|
|
|
(506,661
|
)
|
(The
accompanying notes are an integral part of these consolidated financial statements)
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Consolidated
Statement of Cash Flows
(Expressed
in US dollars)
(unaudited)
|
|
Nine months
ended
September 30, 2012
|
|
|
Nine months
ended
September 30, 2011
|
|
|
Accumulated from
February 20, 2009 (date of inception)
to
September 30, 2012
|
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Operating Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the period
|
|
|
(3,649,548
|
)
|
|
|
(409,061
|
)
|
|
|
(5,097,965
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Accretion of discount on convertible note payable
|
|
|
41,794
|
|
|
|
65,205
|
|
|
|
155,981
|
|
Amortization
|
|
|
24,744
|
|
|
|
3,036
|
|
|
|
34,768
|
|
Gain on settlement of debt
|
|
|
–
|
|
|
|
–
|
|
|
|
(7,902
|
)
|
Stock-based compensation
|
|
|
2,798,458
|
|
|
|
–
|
|
|
|
2,798,458
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
|
4,594
|
|
|
|
12,398
|
|
|
|
(7,835
|
)
|
Accounts payable
|
|
|
45,274
|
|
|
|
(970
|
)
|
|
|
227,367
|
|
Accrued liabilities
|
|
|
(29,158
|
)
|
|
|
(1,330
|
)
|
|
|
1,247
|
|
Due to/from related parties
|
|
|
(16,979
|
)
|
|
|
45,928
|
|
|
|
498,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(780,821
|
)
|
|
|
(284,794
|
)
|
|
|
(1,396,967
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(14,060
|
)
|
|
|
(204,069
|
)
|
|
|
(299,796
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(14,060
|
)
|
|
|
(204,069
|
)
|
|
|
(299,796
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from convertible notes payable
|
|
|
185,000
|
|
|
|
250,000
|
|
|
|
564,500
|
|
Proceeds from loans payable
|
|
|
–
|
|
|
|
–
|
|
|
|
208,000
|
|
Repayment of loans payable
|
|
|
(200,000
|
)
|
|
|
–
|
|
|
|
(200,000
|
)
|
Proceeds from issuance of common stock
|
|
|
677,000
|
|
|
|
315,000
|
|
|
|
1,024,442
|
|
Common shares issuable
|
|
|
113,000
|
|
|
|
-
|
|
|
|
113,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
775,000
|
|
|
|
565,000
|
|
|
|
1,709,942
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in cash
|
|
|
(19,881
|
)
|
|
|
76,137
|
|
|
|
13,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, beginning of period
|
|
|
33,060
|
|
|
|
11,076
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period
|
|
|
13,179
|
|
|
|
87,213
|
|
|
|
13,179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued to settle accounts payable
|
|
|
–
|
|
|
|
–
|
|
|
|
11,750
|
|
Quest notes conversion to common stock prior to recapitalization transaction (Notes 4(a) and (b))
|
|
|
225,500
|
|
|
|
–
|
|
|
|
325,500
|
|
Common stock issued pursuant to the conversion of notes payable
|
|
|
64,000
|
|
|
|
–
|
|
|
|
64,000
|
|
Common stock issued to settle loans payable
|
|
|
–
|
|
|
|
–
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
|
–
|
|
|
|
–
|
|
|
|
1,586
|
|
Income tax paid
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
(The
accompanying notes are an integral part of these consolidated financial statements)
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Notes
to the Consolidated Financial Statements
September
30, 2012
(Expressed
in US dollars)
(unaudited)
1.
|
|
Nature
of
Operations
and
Continuance
of
Business
|
On
January 6, 2012, Quest Water Global, Inc. (formerly RPM Dental, Inc.) (the “Company”) entered into a series of transactions
pursuant to which the Company acquired Quest Water Solutions, Inc., a Nevada corporation (“Quest”); spun-out its prior
operations to the Company’s former principal stockholders, directors and officers; and completed a private offering of the
Company’s securities for an aggregate purchase price of approximately $677,000. The following summarizes the foregoing transactions:
|
●
|
Acquisition
of
Quest.
The
Company
acquired
all
of
the
outstanding
capital
stock
of
Quest
in
exchange
for
the
issuance
of
51,369,860
shares
of
the
Company’s
common
stock
pursuant
to
a
Share
Exchange
Agreement
between
the
Company,
the
Company’s
former
principal
stockholder,
Quest
and
the
former
stockholders
of
Quest.
As
a
result
of
this
transaction,
Quest
became
the
Company’s
wholly
owned
subsidiary
and
the
former
shareholders
of
Quest
became
the
Company’s
controlling
stockholders.
The
transaction
was
accounted
for
as
a
reverse
takeover/recapitalization
effected
by
a
share
exchange,
wherein
Quest
is
considered
the
acquirer
for
accounting
and
financial
reporting
purposes.
|
Two
former principal shareholders of Quest each received one share of the Company’s newly designated Series A Voting Preferred
Stock. Each share of Series A Voting Preferred Stock entitles the holder thereof to approximately 35% of the voting power of the
Company’s capital stock. Accordingly, the two former principal shareholders of Quest, together, control more than 50% of
the votes eligible to be cast by stockholders in the election of directors and generally.
|
●
|
Spin-Out
of
RPM
Dental
Business.
Immediately
prior
to
the
acquisition
of
Quest,
the
Company
spun-out
RPM
Dental
Systems,
LLC,
a
limited
liability
company
formed
in
Kentucky
and
a
wholly
owned
subsidiary,
to
the
Company’s
former
officer
and
director
and
principal
stockholder.
As
consideration
the
former
director
returned
80,000,000
shares
of
the
Company’s
common
stock
held
by
that
person.
These
shares
were
cancelled
immediately
following
the
acquisition.
|
|
●
|
Financing
Transaction.
Immediately
following
the
acquisition
of
Quest,
the
Company
completed
a
private
offering
of
units
consisting
of
an
aggregate
of
(i)
2,398,000
shares
of
common
stock
and
(ii)
warrants
to
purchase
2,398,000
shares
of
common
stock.
The
warrants
have
a
three-year
term
and
a
per
share
exercise
price
of
$0.50.
The
aggregate
purchase
price
of
the
units
was
$599,500.
|
On
the closing of the above transactions, the Company entered into lock-up agreements with each of the former Quest shareholders
who received common stock of the Company in the share exchange, agreeing not to transfer any of the common stock of the Company
for a 12 month period after the closing. In addition, the Company entered into lock-up/leak-out agreements with the two officers
of the Company, agreeing not to transfer any of the common stock of the Company for a 12 month period after the closing and for
the six months thereafter to limit any transfers to 0.5% up to a maximum of 100,000 shares of common stock on any single day.
As
a result of the foregoing transactions, the Company is an innovative water technology company that provides solutions to water
scarce regions. The Company’s operations to date have been limited primarily to capital formation, organization, and development
of its business plan. As such, the Company is a development stage company, as defined by Financial Accounting Standards Board
(“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”.
These
consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize
its assets and discharge its liabilities in the normal course of business. As at September 30, 2012, the Company has a working
capital deficiency of $689,814 of which $498,912 is owed to the two principal shareholders, and accumulated stockholders’
deficit of $5,097,965. The continuation of the Company as a going concern is dependent upon the continued financial support from
its shareholders, the ability of the Company to obtain necessary equity financing to continue to develop its business and ultimately
on the attainment of profitable operations. The Company is in the process of arranging additional capital financing that may assist
in addressing these issues; however, these factors continue to raise substantial doubt regarding the Company’s ability to
continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification
of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as
a going concern.
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Notes
to the Consolidated Financial Statements
September
30, 2012
(Expressed
in US dollars)
(unaudited)
2.
|
|
Summary
of
Significant
Accounting
Policies
|
(a)
|
|
Basic
of
Presentation
and
Consolidation
|
These
consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted
in the United States, and are expressed in US dollars. These consolidated financial statements include the accounts of the Company,
its wholly-owned subsidiary, Quest; Quest’s wholly owned subsidiary, Quest Water Solutions Inc., a company incorporated
under the laws of the province of British Columbia, Canada; and its 88% owned inactive subsidiaries Agua Cuilo Lda., Cuilo Embalnages,
Lda., and Cuilo Comercial, Lda. All inter-company balances and transactions have been eliminated on consolidation. The Company’s
fiscal year-end is December 31.
The
preparation of these consolidated financial statements in conformity with US generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to
the useful life and recoverability of long-lived assets, fair value of convertible notes payable, fair value of stock-based compensation,
and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from
the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future
results of operations will be affected.
(c)
|
|
Property
and
Equipment
|
Property
and equipment are stated at cost. The Company amortizes the cost of property and equipment over their estimated useful lives at
the following annual rates:
|
Computer
equipment
|
45%
|
declining
balance basis
|
|
Computer
software
|
100%
|
declining
balance basis
|
|
Furniture
and equipment
|
20%
|
declining
balance basis
|
In
accordance with ASC 360, “Property, Plant, and Equipment”, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances
which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant
adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history
of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will
more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed
based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted
cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.
An impairment loss is recognized when the carrying amount exceeds fair value.
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Notes
to the Consolidated Financial Statements
September
30, 2012
(Expressed
in US dollars)
(unaudited)
2.
|
|
Summary
of
Significant
Accounting
Policies
(continued)
|
(e)
|
|
Financial
Instruments
and
Fair
Value
Measures
|
ASC
820, “Fair Value Measurements and Disclosures” (“ASC 820”), requires an entity to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy
based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s
categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level
1
Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level
2
Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in
markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant
inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level
3
Level
3 applies to assets or liabilities for which there are no observable inputs to the valuation methodology that are relevant to
the measurement of the fair value of the assets or liabilities.
The
Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, convertible notes payable,
loan payable, and amounts due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on “Level
1” inputs. The recorded values of all other financial instruments approximate their current fair values because of their
nature and respective maturity dates or durations.
The
Company computes net income (loss) per share in accordance with ASC 260, "Earnings per Share" which requires presentation
of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common stock outstanding during the period using the treasury
stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price
for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.
ASC
220, “Comprehensive Income,” establishes standards for the reporting and presentation of comprehensive income (loss)
and its components in the financial statements. As at September 30, 2012, and 2011, the Company had no items representing comprehensive
income or loss.
Certain
of the figures presented for comparative purposes have been reclassified to conform to the presentation adopted in the current
period.
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Notes
to the Consolidated Financial Statements
September
30, 2012
(Expressed
in US dollars)
(unaudited)
2.
|
|
Summary
of
Significant
Accounting
Policies
(continued)
|
(i)
|
|
Foreign
Currency
Translation
|
The
Company’s functional currency is US dollars. Transactions in foreign currencies are translated into the currency of measurement
at the exchange rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated
into US dollars at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized
in income.
The
Company’s integrated foreign subsidiaries are financially or operationally dependent on the Company. The Company uses the
temporal method to translate the accounts of its integrated operations into US dollars. Monetary assets and liabilities are translated
at the exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates.
Revenues and expenses are translated at average rates for the period, except for amortization, which is translated on the same
basis as the related asset. The resulting exchange gains or losses are recognized in income.
The
Company accounts for income taxes using the asset and liability method in accordance with ASC 740, “Income Taxes”.
The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences
of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax
credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will
be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets
to the amount that is believed more likely than not to be realized. As of September 30, 2012 and December 31, 2011, the Company
did not have any amounts recorded pertaining to uncertain tax positions.
The
Company is required to file federal and provincial income tax returns in Canada and federal, state and local income tax returns
in the US, as applicable. The Company may be subject to a reassessment of federal and provincial income taxes by Canadian tax
authorities for a period of three years from the date of the original notice of assessment in respect of any particular taxation
year. For Canadian and US income tax returns, the open taxation year is 2009. In certain circumstances, the US federal statute
of limitations can reach beyond the standard three year period. US state statutes of limitations for income tax assessment vary
from state to state. Tax authorities of Canada and US have not audited any of the Company’s, or its subsidiaries’,
income tax returns for the open taxation year noted above.
The
Company recognizes interest and penalties related to uncertain tax positions in income tax expense. During the periods ended September
30, 2012 and 2011, there were no charges or provisions for interest or penalties.
|
(k)
|
Recent
Accounting
Pronouncements
|
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and
does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact
on its financial position or results of operations.
3.
|
|
Property and Equipment
|
|
|
|
|
Cost
|
|
|
|
Accumulated Amortization
|
|
|
|
Net Carrying
Value
September 30, 2012
|
|
|
|
Net Carrying
Value
December
31, 2011
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computer equipment
|
|
|
25,421
|
|
|
|
10,519
|
|
|
|
14,902
|
|
|
|
4,853
|
|
|
Computer software
|
|
|
1,673
|
|
|
|
1,673
|
|
|
|
–
|
|
|
|
–
|
|
|
Demonstration equipment
|
|
|
265,275
|
|
|
|
19,895
|
|
|
|
245,380
|
|
|
|
265,275
|
|
|
Furniture and equipment
|
|
|
7,426
|
|
|
|
2,680
|
|
|
|
4,746
|
|
|
|
5,584
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
299,795
|
|
|
|
34,767
|
|
|
|
265,028
|
|
|
|
275,712
|
|
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Notes
to the Consolidated Financial Statements
September
30, 2012
(Expressed
in US dollars)
(unaudited)
4.
|
|
Convertible Notes Payable
|
|
(
a)
|
On
September
11,
2011,
Quest
received
proceeds
of
$200,000
and
issued
a
convertible
promissory
note
for
$200,000,
which
bears
interest
at
10%
per
annum,
is
unsecured,
and
due
on
demand.
The
unpaid
amount
of
principal
and
accrued
interest
can
be
converted
at
any
time
at
the
holder’s
option
at
$0.20
per
share
of
common
stock.
In
accordance
with
ASC
470-20,
“Debt
with
Conversion
and
Other
Options”
(“ASC
470-20”),
the
Company
recognized
the
intrinsic
value
of
the
embedded
beneficial
conversion
feature
of
$50,000
as
additional
paid-in
capital
and
an
equivalent
discount
which
will
be
charged
to
operations
over
the
term
of
the
convertible
note
up
to
its
face
value
of
$200,000.
As
at
September
30,
2012,
$50,000
has
been
accreted
increasing
the
carrying
value
of
the
convertible
note
to
$200,000.
On
January
5,
2012,
Quest
issued
2,000,000
shares
of
common
stock
pursuant
to
the
conversion
of
the
$200,000
note.
|
|
(b)
|
On
October
3,
2011,
Quest
received
proceeds
of
$25,500
and
issued
three
separate
convertible
notes
which
are
non-interest
bearing,
unsecured,
and
due
on
demand.
The
unpaid
amount
can
be
converted
at
any
time
at
the
holders’
option
at
$0.20
per
share
of
common
stock.
In
accordance
with
ASC
470-20,
Quest
recognized
the
intrinsic
value
of
the
embedded
beneficial
conversion
feature
of
$6,375
as
additional
paid-in
capital
and
charged
to
operations
over
the
term
of
the
convertible
notes
up
to
their
face
value
of
$25,500.
For
the
period
ended
December
31,
2011,
$6,375
had
been
accreted,
increasing
the
carrying
value
of
the
convertible
notes
to
$25,500.
On
January
5,
2012,
Quest
issued
255,000
shares
of
common
stock
pursuant
to
the
conversion
of
the
$25,500
note.
|
|
(c)
|
During
December
2011,
Quest
received
proceeds
of
$54,000
and
issued
three
separate
convertible
notes
which
are
non-interest
bearing,
unsecured,
and
due
on
demand.
The
unpaid
amount
can
be
converted
at
any
time
at
the
holders’
option
at
$0.25
per
unit.
Each
unit
includes
one
share
of
common
stock
of
the
Company
and
one
three-year
share
purchase
warrant
with
an
exercise
price
of
$0.50.
In
accordance
with
ASC
470-20,
the
Company
recognized
an
embedded
beneficial
conversion
feature
of
$17,419
as
additional
paid-in
capital
and
charged
to
operations
over
the
term
of
the
convertible
notes
to
accrete
to
their
face
value
of
$54,000.
For
the
three
month
period
ended
March
31,
2012,
$4,355
(December
31,
2011
-
$726)
had
been
accreted.
On
May
4,
2012,
the
Company
issued
216,000
shares
of
common
stock
pursuant
to
the
conversion
of
the
notes;
$12,338
had
been
accreted,
increasing
the
carrying
value
of
the
convertible
notes
to
$54,000
prior
to
conversion.
|
|
(d)
|
On
January
3,
2012,
Quest
received
proceeds
of
$10,000
and
issued
a
convertible
note
which
is
non-interest
bearing,
unsecured,
and
due
on
demand.
The
unpaid
amount
can
be
converted
at
any
time
at
the
holder’s
option
at
$0.25
per
unit.
Each
unit
includes
one
share
of
common
stock
of
the
Company
and
one
three-year
share
purchase
warrant
with
an
exercise
price
of
$0.50.
In
accordance
with
ASC
470-20,
the
Company
recognized
an
embedded
beneficial
conversion
feature
of
$3,226
as
additional
paid-in
capital
and
charged
to
operations
over
the
term
of
the
convertible
notes
to
accrete
to
their
face
value
of
$10,000.
For
the
three
month
period
ended
March
31,
2012,
$807
had
been
accreted.
On
May
4,
2012,
the
Company
issued
40,000
shares
of
common
stock
pursuant
to
the
conversion
of
the
note;
$2,419
had
been
accreted,
increasing
the
carrying
value
of
the
convertible
note
to
$10,000
prior
to
conversion.
|
|
(e)
|
On
May
9,
2012,
the
Company
received
proceeds
of
$150,000
and
issued
a
convertible
note
which
is
non-interest
bearing,
unsecured,
and
due
on
May
9,
2014.
The
unpaid
amount
can
be
converted
at
any
time
at
the
holder’s
option
at
$0.50
per
share
of
common
stock,
which
must
not
be
less
than
$25,000
of
unpaid
principal.
In
accordance
with
ASC
470-20,
the
Company
recognized
the
intrinsic
value
of
the
embedded
beneficial
conversion
feature
of
$90,000
as
additional
paid-in
capital
and
an
equivalent
discount
which
will
be
charged
to
operations
over
the
term
of
the
convertible
note
up
to
its
face
value
of
$150,000.
For
the
period
ended
September
30,
2012,
$18,750
had
been
accreted,
increasing
the
carrying
value
to
$78,750.
|
|
(f)
|
On
July
30,
2012,
the
Company
received
proceeds
of
$25,000
and
issued
a
convertible
note
which
is
non-interest
bearing,
unsecured,
and
due
on
July
30,
2014.
The
unpaid
amount
can
be
converted
at
any
time
at
the
holder’s
option
at
$0.50
per
share
of
common
stock.
In
accordance
with
ASC
470-20,
the
Company
recognized
the
intrinsic
value
of
the
embedded
beneficial
conversion
feature
of
$25,000
as
additional
paid-in
capital
and
an
equivalent
discount
which
will
be
charged
to
operations
over
the
term
of
the
convertible
note
up
to
its
face
value
of
$25,000.
For
the
period
ended
September
30,
2012,
$3,125
had
been
accreted,
increasing
the
carrying
value
to
$3,125.
|
QUEST
WATER GLOBAL, INC.
(formerly
RPM Dental, Inc.)
(A
Development Stage Company)
Notes
to the Consolidated Financial Statements
September
30, 2012
(Expressed
in US dollars)
(unaudited)
On
November 12, 2009, the Company received $200,000 from a non-related company in the form of a non-interest bearing loan, secured
by a promissory note, and personally guaranteed by the President and Vice President of the Company. During the nine months ended
September 30, 2012, the Company repaid the loan.
6.
|
|
Related Party Transactions
|
|
(a)
|
As
at
September
30,
2012,
a
total
of
$192,563
(December
31,
2011
-
$302,421)
is
owed
to
the
President
of
the
Company,
which
is
non-interest
bearing,
unsecured,
and
due
on
demand.
|
|
(b)
|
As
at
September
30,
2012,
a
total
of
$306,349
(December
31,
2011
-
$213,472)
is
owed
to
the
Vice
President
of
the
Company,
which
is
non-interest
bearing,
unsecured,
and
due
on
demand.
|
|
(c)
|
For
the
nine
months
ended
September
30,
2012,
the
Company
incurred
a
total
of
$225,000
(2011
-
$135,000)
in
management
fees
to
the
President
and
the
Vice
President
of
the
Company.
The
Company
also
incurred
stock-based
compensation
of
$1,939,525
for
stock
options
granted
to
the
President
and
the
Vice
President
of
the
Company
during
the
nine
months
ended
September
30,
2012,
which
is
included
in
management
fees.
|
|
(a)
|
On
January
5,
2012,
Quest
issued
2,025,500
shares
of
common
stock
pursuant
to
the
conversion
of
$225,500
in
notes
payable.
Refer
to
Notes
4(a)
and
(b).
|
|
(b)
|
On
January
6,
2012,
the
Company
issued
51,369,860
shares
of
common
stock
for
the
acquisition
of
Quest.
|
|
(c)
|
On
January
6,
2012,
the
Company
issued
2,398,000
units
at
a
price
of
$0.25
per
unit
for
proceeds
of
$599,500.
Each
unit
consisted
of
one
share
of
common
stock
and
one
share
purchase
warrant
exercisable
at
$0.50
per
share
expiring
on
January
6,
2015.
|
|
(d)
|
On
February
10,
2012,
the
Company
issued
310,000
units
at
a
price
of
$0.25
per
unit
for
proceeds
of
$77,500.
Each
unit
consisted
of
one
share
of
common
stock
and
one
share
purchase
warrant
exercisable
at
$0.50
per
share
expiring
on
February
10,
2015.
|
|
(e)
|
On
February
20,
2012,
the
Company
completed
a
20
for
1
forward
split
of
its
common
stock.
All
share
amounts
have
been
retroactively
adjusted
for
all
periods
presented.
|
|
(f)
|
On
May
4,
2012,
the
Company
issued
216,000
shares
of
common
stock
at
$0.25
per
share
pursuant
to
the
conversion
of
the
$54,000
note
payable.
Refer
to
Note
4(c).
|
|
(g)
|
On
May
4,
2012,
the
Company
issued
40,000
shares
of
common
stock
at
$0.25
per
share
pursuant
to
the
conversion
of
the
$10,000
note
payable.
Refer
to
Note
4(d).
|
|
(h)
|
As
at
September
30,
2012,
the
Company
received
proceeds
of
$113,000
for
226,000
units
at
$0.50
per
unit.
Each
unit
consists
of
one
share
of
common
stock
and
one
share
purchase
warrant
exercisable
at
$0.75
per
share
expiring
on
July
15,
2015.
The
shares
have
yet
to
be
issued.
|
QUEST WATER GLOBAL, INC.
(formerly RPM Dental, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)
8.
|
|
Share Purchase Warrants
|
The
following table summarizes the continuity of share purchase warrants:
|
|
Number of
warrants
|
|
|
Weighted
average
exercise
price
|
|
|
|
|
|
|
$
|
|
Balance, December 31, 2011
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
Issued
|
|
|
2,708,000
|
|
|
|
0.50
|
|
|
|
|
|
|
|
|
|
|
Balance, September 30, 2012
|
|
|
2,708,000
|
|
|
|
0.50
|
|
As
at September 30, 2012, the following share purchase warrants were outstanding:
|
Number of
warrants
outstanding
|
|
Exercise
price
|
|
|
Expiry date
|
|
|
|
$
|
|
|
|
|
|
2,398,000
|
|
|
0.50
|
|
|
January 6, 2015
|
|
|
310,000
|
|
|
0.50
|
|
|
February 10, 2015
|
|
|
|
|
|
|
|
|
|
|
|
2,708,000
|
|
|
|
|
|
|
In
May 2012, the Company implemented a stock option plan pursuant to which stock options may be granted to directors, officers, employees
and consultants of the Company to a maximum of 10% of the issued and outstanding common stock of the Company. The exercise price
of each stock option will be equal to the market price at the date of grant. Stock options are exercisable over periods up to
five years and vesting periods can be imposed at the discretion by the Board of Directors.
On
May 9, 2012, the Company granted 5,050,000 stock options at an exercise price of $0.90 per share expiring on May 9, 2015 to officers,
directors, employees and consultants. The fair value for these stock options was estimated at the date of grant using the Black-Scholes
option-pricing model assuming a weighted average expected life of 3 years, a risk-free rate of 0.38%, an expected volatility of
100%, and a 0% dividend yield. The weighted average fair value of stock options granted was $0.54 per option. For the total fair
value of $2,798,458, $1,939,525 was expensed as management fees and $858,933 was expensed as consulting fees.
|
|
|
|
Number
of options
|
|
|
Weighted
average
exercise
price
|
|
|
|
|
|
|
|
|
$
|
|
|
Outstanding, December 31, 2011
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
5,050,000
|
|
|
|
0.90
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding, September 30, 2012
|
|
|
|
5,050,000
|
|
|
|
0.90
|
|
QUEST WATER GLOBAL, INC.
(formerly RPM Dental, Inc.)
(A Development Stage Company)
Notes to the Consolidated Financial Statements
September 30, 2012
(Expressed in US dollars)
(unaudited)
9.
|
|
Stock Options (continued)
|
Additional
information regarding stock options outstanding as at September 30, 2012 is as follows:
|
|
|
Outstanding and exercisable
|
|
Range of
exercise prices
|
|
|
Number of
shares
|
|
|
Weighted
average
remaining
contractual life
(years)
|
|
|
Weighted
average
exercise
price
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
0.90
|
|
|
|
5,050,000
|
|
|
|
2.7
|
|
|
|
0.90
|
|
|
(a)
|
In January 2011, the Company signed a lease for office premises and agreed to pay annual basic
rent of $12,024 plus taxes up to January 2014.
|
|
|
|
|
(b)
|
On November 1, 2011, the Company entered into a management agreement with the President of the
Company whereby it is obligated to pay $12,500 per month starting on October 3, 2011 to November 1, 2016.
|
|
|
|
The
agreement may be terminated by written notice. Upon termination, the President shall receive a termination fee equal to the sum
of:
|
(i)
|
Buy-out of any outstanding stock options for a price equal to the fair market value of the Company’s
common stock multiplied by the number of shares under options and less the exercise price; plus
|
|
|
|
|
●
|
The
aggregate
remaining
fees
for
the
unexpired
remainder
of
the
term;
or
|
|
●
|
One
annual
fee
plus
one
month
fee
for
each
year
served
after
November
1,
2011.
|
|
(c)
|
On November 1, 2011, the Company entered into a management agreement with the Vice-President of
the Company whereby it is obligated to pay $12,500 per month starting on October 3, 2011 to November 1, 2016.
|
The
agreement may be terminated by written notice. Upon termination, the Vice-President shall receive a termination fee equal to the
sum of:
|
(i)
|
Buy-out of any outstanding stock options for a price equal to the fair market value of the Company’s
common stock multiplied by the number of shares under options and less the exercise price; plus
|
|
|
|
|
●
|
The
aggregate
remaining
fees
for
the
unexpired
remainder
of
the
term;
or
|
|
●
|
One
annual
fee
plus
one
month
fee
for
each
year
served
after
November
1,
2011.
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The
following discussion and analysis of our results of operations and financial condition has been derived from and should be read
in conjunction with our interim unaudited consolidated financial statements and the related notes thereto that appear elsewhere
in this quarterly report, as well as the “Presentation of Information” section that appears at the beginning of this
quarterly report.
Corporate
History and Background
We
were incorporated under the laws of Delaware on February 25, 2010. From our inception until the closing of the Share Exchange,
we sought to provide dental and other medical professionals with turn-key marketing solutions to generate referrals from existing
clients and new business from the general public through our wholly owned subsidiary RPM Dental Systems, LLC (“RPM Kentucky”).
RPM Kentucky was formed on September 15, 2009, under the laws of the Commonwealth of Kentucky, and we acquired RPM Kentucky on
March 23, 2010.
Prior
to the Share Exchange, we had minimal revenue and our operations were limited to capital formation, organization and development
of our business plan. As a result of the Share Exchange, we ceased our prior operations and, through Quest, we now operate as
an innovative water technology company that provides sustainable and environmentally sound solutions to water-scarce regions.
Quest
was incorporated under the laws of Nevada on October 20, 2008 and commenced operations on February 20, 2009. Its operations to
date have consisted of business formation, strategic development, marketing, technologies development, negotiations with technologies
companies and capital raising activities. Quest has not generated any revenues since its inception.
Acquisition
of Quest
On
January 6, 2012, we completed the Share Exchange whereby we acquired all of the issued and outstanding capital stock of Quest
in exchange for 2,568,493 shares of our common stock (on a pre-forward split basis), or approximately 62.74% of our issued and
outstanding common stock as of the consummation of the Share Exchange. Subsequent to the Share Exchange, we completed a 20 for
1 forward split of our common stock (the “Forward Split”) that became effective on March 1, 2012. Pursuant to the
Forward Split, the 2,568,493 shares described above increased to 51,369,860 shares.
As
a result of the Share Exchange, Quest became our
wholly owned subsidiary and John Balanko and Peter Miele became our principal
stockholders. The Share Exchange was treated as a recapitalization effected through a share exchange, with Quest as the accounting
acquirer and the Company as the accounting acquiree.
In
connection with and effective upon the closing of the Share Exchange, Josh Morita, our former President, Chief Executive Officer,
director and principal stockholder, and Dr. Laura Sloan, our former director, resigned as members of our Board of Directors and
Mr. Morita resigned as our sole officer. Also effective upon the closing of the Share Exchange, John Balanko and Peter Miele were
appointed to fill the vacancies on our Board of Directors created by the resignations of Mr. Morita and Ms. Sloan. In addition,
our Board of Directors appointed Mr. Balanko as our President and Chief Executive Officer and Mr. Miele as our Vice President
and Secretary, all effective upon the closing of the Share Exchange. On April 13, 2012, we also appointed Mr. Miele as our Chief
Financial Officer.
As
a result of our acquisition of Quest, Quest became our wholly owned subsidiary and we assumed the business and operations of Quest.
We then changed our name from RPM Dental, Inc. to Quest Water Global Inc. to more accurately reflect our new business operations.
Business
Overview
We
provide sustainable and environmentally sound solutions to water scarce regions. Our goal is to address the vital issue of water
quality and water supply by providing an alternative, sustainable source of pure water at the smallest possible environmental
cost to global areas in need, while becoming a leading company in providing turn-key solutions using alternative energy for the
purification, desalination and distribution of clean drinking water.
We
have developed a proprietary community drinking water station consisting of a self-contained water purification system using
either a reverse osmosis membrane or ultra filtration membrane, powered by photovoltaic solar panels and hosted in modified
shipping containers. Each unit is energy self-sufficient with minimal operational and maintenance costs. We believe that this
product represents the first truly environmentally sound solution to drinking water shortages as it is autonomous,
decentralized and sustainable, and because each unit is capable of converting brackish, sea or contaminated surface water
into 10,000 to 25,000 litres of high quality drinking water each day.
In
addition to the solar-powered water purification systems, we have also developed a technology known as WEPSTM that produces potable
water from humidity in the atmosphere. WEPSTM technology works by converting humidity into water, otherwise known as atmospheric
water extraction.
We
have focused our activities on the fifteen countries of the Southern African Development Community (“SADC”), with
specific attention to Angola. There is a vast and increasing demand for a sustainable, cost-effective and decentralized continuous
supply of clean drinking water in most areas of the SADC. We provide clean drinking water to end-users utilizing various formats
of our water purification and distribution systems that include inexpensive bulk drinking water and government-subsidized community
level drinking water. Applications of our systems include rural and urban community water supply, water supply for household needs,
remote work site camps and water supply for disaster relief.
Our
operations to date have consisted of business formation, strategic development, marketing, technologies development, negotiations
with technology companies and capital raising activities.
Results
of Operations
For
the Three Months Ended September 30, 2012 and from February 20, 2009 (Date of Inception) to September 30, 2012
Revenue
We
have not generated any revenues since our inception. We anticipate that we will incur substantial losses for the foreseeable future
and our ability to generate any revenues in the next 12 months continues to be uncertain.
Expenses
During
the three months ended September 30, 2012, we incurred $179,937 in total expenses, including $52,651 in professional fees, $75,000
in management fees, $3,504 in office and miscellaneous expenses, $4,140 in automotive expenses, $379 in foreign exchange loss,
$34 in transfer agent and filing fees, $7,630 in rent, $20,628 in consulting fees, $3,836 in telephone expenses, $8,248 in amortization
and $4,129 in advertising and promotion expenses, as offset by a $242 reversal in our travel expenses. During the same period
in the prior year, we incurred $124,165 in total expenses, including $26,258 in professional fees, $45,000 in management fees,
$4,938 in office and miscellaneous expenses, $4,126 in automotive expenses, $7,788 in rent, $32,740 in consulting fees, $2,215
in telephone expenses, $1,012 in amortization, $3,035 in advertising and promotion expenses and $1 in travel expenses, as offset
by $2,948 in foreign exchange gain. The increase of approximately 44% in our total expenses during the most recent period resulted
from increases in our expenses in most major categories, including our management fees and consulting fees, which were in turn
attributable to the increase in our business operations and the costs associated with maintaining our status as a public company.
From
our inception on February 20, 2009 to September 30, 2012, we incurred $4,944,755 in total expenses, including $514,397 in professional
fees, $2,724,525 in management fees, $126,230 in office and miscellaneous expenses, $160,922 in travel expenses, $73,199 in automotive
expenses, $1,565 in foreign exchange loss, $16,474 in transfer agent and filing fees, $108,722 in rent, $1,075,800 in consulting
fees, $48,256 in telephone expenses, $34,768 in amortization and $59,897 in advertising and promotion expenses. Importantly, a
significant portion of the management fees and consulting fees represent stock-based compensation expense of $1,939,525 and $858,933,
respectively, that we incurred during the three months ended June 30, 2012
Net
Loss
During
the three months ended September 30, 2012, we incurred a loss before other expense of $179,936 and a net loss of $194,312, whereas
we incurred a loss before other expense of $124,165 and a net loss of $157,781 during the same period in the prior year. Our net
loss per share during the two periods was $Nil and $0.01, respectively.
From
our inception on February 20, 2009 to September 30, 2012, we incurred a loss before other expense of $4,994,755 and a net loss
of $5,097,965. The majority of our other expense during each of the periods referenced above was related to the accretion of discount
on our convertible notes payable.
For
the Nine Months Ended September 30, 2012
Expenses
During
the nine months ended September 30, 2012, we incurred $3,607,754 in total expenses, including $240,038 in professional fees, $2,614,525
in management fees, $73,266 in office and miscellaneous expenses, $54,966 in travel expenses, $34,864 in automotive expenses,
$13,233 in foreign exchange loss, $16,474 in transfer agent and filing fees, $22,679 in rent, $908,277 in consulting fees, $11,946
in telephone expenses, $24,744 in amortization and $42,742 in advertising and promotion expenses. During the same period in the
prior year, we incurred $336,185 in total expenses, including $88,420 in professional fees, $135,000 in management fees, $13,131
in office and miscellaneous expenses, $2,957 in travel expenses, $15,869 in automotive expenses, $23,263 in rent, $44,290 in consulting
fees, $8,783 in telephone expenses, $3,037 in amortization and $5,938 in advertising and promotion expenses, as offset by $4,503
in foreign exchange gain. The increase of approximately 1073% in our total expenses during the most recent period resulted from
increases in our expenses in every major category, which were in turn attributable to the increase in our business operations,
the closing of the Share Exchange and the costs associated with becoming a public company. In addition, the management fee and
consulting fee increases due to the stock-based compensation expense described above accounted for a significant portion of the
overall increase.
Net
Loss
During
the nine months ended September 30, 2012, we incurred a loss before other expense of $3,607,754 and a net loss of $3,649,548,
whereas we incurred a loss before other expense of $336,185 and a net loss of $409,061 during the same period in the prior year.
Our net loss per share during the two periods was also $0.04 and $0.02, respectively.
Liquidity
and Capital Resources
As
of September 30, 2012, we had $13,179 in cash, $286,042 in total assets, $792,703 in total liabilities and a working capital deficit
of $689,814. As of September 30, 2012 we had an accumulated deficit of $5,097,965.
To
date, we have experienced negative cash flows from operations and we have been dependent on sales of our common stock and capital
contributions to fund our operations. We expect this situation to continue for the foreseeable future, and we anticipate that
we will experience negative cash flows during the year ended December 31, 2012.
During
the nine months ended September 30, 2012, we spent $780,821 in cash on operating activities, compared to $284,794 in cash spending
on operating activities during the same period in the prior year. The 274% increase in our cash spending on operating activities
during the nine months ended September 30, 2012 was primarily attributable to the increase in our net loss as described above,
as adjusted for the aforementioned stock-based compensation expense, as well as decreases in our operating assets and liabilities,
and in particular amounts due to related parties. From our inception on February 20, 2009 to September 30, 2012 we spent $1,396,967
in cash on operating activities.
During
the nine months ended September 30, 2012, we spent $14,060 in cash on investing activities, whereas we spent $204,069 in
cash on investing activities during the same period in the prior year. All of our spending on those activities during both
periods was in the form of property and equipment purchases. Our investing activities decreased between the 2011 and 2012
periods largely because we shipped our first two community drinking water stations to Angola earlier this year, installed and
demonstrated one system, and are currently in the process of negotiating a formal agreement with the Government of
Angola that we expect will require us to purchase additional equipment. Our second system is awaiting an installation
location and is currently being held in storage in the Viana Industrial Park owned by the Ministry of Industry. From our
inception on February 20, 2009 to September 30, 2012, we spent $299,796 in cash on the purchase of property and equipment,
our only investing activities to date.
We
received $775,000 in cash from financing activities during the nine months ended September 30, 2012, consisting of $677,000 in
proceeds from the issuance of our common stock, $185,000 in proceeds from convertible notes payable and $113,000 in proceeds from
our common stock that was unissued as of period end, as offset by the repayment of $200,000 in loans payable. During the nine
months ended September 30, 2011, we received $565,000 in cash from financing activities, consisting of $315,000 in proceeds from
the issuance of our common stock and $250,000 in proceeds from convertible notes payable. From our inception on February 20, 2009
to September 30, 2012 we received $1,709,942 in cash from financing activities, including the following proceeds: $1,024,442 from
the issuance of our common stock, $564,500 from convertible notes payable, $208,000 from loans payable and $113,000 from our common
stock that was unissued as of September 30, 2012.
During
the nine months ended September 30, 2012, our cash decreased by $19,881 as a result of our operating, investing and financing
activities, from $30,060 to $13,179. As of September 30, 2012, we only had sufficient cash resources to meet our operating expenses
for the next two months based on our current burn rate. However, we anticipate that our burn rate will be significantly less going
forward since a number of expenses associated with closing the Share Exchange were non-recurring. We therefore expect to spend
less cash during future interim periods than we did during our most recent fiscal quarters.
Plan
of Operations
Our
plan of operations over the next 12 months is to continue to address water quality and supply issues in Angola through
the installation of our community drinking water stations as well as the employment of our WEPSTM technology, and we
anticipate that we will require approximately $745,000 to pursue those plans. We intend to meet the balance of our cash
requirements for the next 12 months through a combination of debt financing and equity financing through private placements.
Currently we are active in contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements, and
we recently received an investment of $113,000 in connection with our common stock that was unissued as of September 30,
2012. We do not currently have any arrangements in place to complete any further private placement financings and
there is no assurance that we will be successful in completing any such financings. If we are unsuccessful in raising
sufficient funds through our capital raising efforts, we may review other financing options.
During
the next 12 months, we estimate that our planned expenditures will be as follows:
Description
|
|
Amount
($)
|
|
Equipment purchases
|
|
|
10,000
|
|
Rent
|
|
|
30,000
|
|
Management fees
|
|
|
300,000
|
|
Consulting fees
|
|
|
150,000
|
|
Professional fees
|
|
|
130,000
|
|
Advertising and promotion expenses
|
|
|
15,000
|
|
Travel and automotive expenses
|
|
|
60,000
|
|
General and administrative expenses
|
|
|
50,000
|
|
Total
|
|
|
745,000
|
|
Going
Concern
Our
financial statements have been prepared on a going concern basis, which implies we will continue to realize our assets and discharge
our liabilities in the normal course of business. As at September 30, 2012, we had a working capital deficit of $689,814 and an
accumulated deficit of $5,097,965. Our continuation as a going concern is dependent upon the continued financial support from
our shareholders, our ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations.
These factors raise substantial doubt regarding our ability to continue as a going concern. Our financial statements do not include
any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might
be necessary should we be unable to continue as a going concern.
Off-Balance
Sheet Arrangements
We
do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to investors.
Critical
Accounting Policies
We
have identified certain accounting policies, described below, that are important to the portrayal of our current financial condition
and results of operations.
Basis
of Presentation and Consolidation
Our
consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted
in the United States, and are expressed in US dollars. Our consolidated financial statements include the accounts of the Company,
its wholly-owned subsidiary, Quest; Quest’s wholly owned subsidiary, Quest Water Solutions Inc., a company incorporated
under the laws of the province of British Columbia, Canada; and its 88% owned inactive subsidiaries Agua Cuilo Lda., Cuilo Embalnages,
Lda., and Cuilo Comercial, Lda. All inter-company balances and transactions have been eliminated on consolidation. Our fiscal
year-end is December 31.
Foreign
Currency Translation
Our
functional currency is US dollars. Transactions in foreign currencies are translated into the currency of measurement at the exchange
rates in effect on the transaction date. Monetary balance sheet items expressed in foreign currencies are translated into US dollars
at the exchange rates in effect at the balance sheet date. The resulting exchange gains and losses are recognized in income.
Our
integrated foreign subsidiaries are financially or operationally dependent on us. We use the temporal method to translate the
accounts of our integrated operations into US dollars. Monetary assets and liabilities are translated at the exchange rates in
effect at the balance sheet date. Non-monetary assets and liabilities are translated at historical rates. Revenues and expenses
are translated at average rates for the period, except for amortization, which is translated on the same basis as the related
asset. The resulting exchange gains or losses are recognized in income.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
required.
Item
4. Controls and Procedures
Disclosure
Controls and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act
of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
As
of the end of the period covered by this report, management, with the participation of our Chief Executive and Chief Financial
Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation,
management concluded that our disclosure controls and procedures were not effective due to certain deficiencies in our internal
control over financial reporting.
Internal
Control over Financial Reporting
There
were no changes in our internal control over financial reporting
(as defined in Rule 13a-15(e) and
Rule 15d-15(e) under the Exchange Act)
during the period ended September 30, 2012 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
We
are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition
or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries,
threatened against or affecting us, our common stock, any of our subsidiaries or our officers or directors of those of our subsidiaries’
in their capacities as such, in which an adverse decision could have a material adverse effect.
Item
1A. Risk Factors
Not
applicable.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits
The
following documents are filed as a part of this quarterly report.
Exhibit
Number
|
|
Description
of Exhibit
|
|
|
|
2.1
|
|
Share
Exchange Agreement dated January 6, 2012 with Josh Morita, Quest Water Solutions, Inc. and the shareholders of Quest Water
Solutions, Inc. (1)
|
|
|
|
3.1
|
|
Articles
of Incorporation (2)
|
|
|
|
3.2
|
|
Bylaws
(2)
|
|
|
|
3.3
|
|
Certificate
of Designation for Series A Voting Preferred Stock (1)
|
|
|
|
10.1
|
|
Agreement
of Sale dated January 6, 2012 with Josh Morita (1)
|
|
|
|
10.2
|
|
Subscription
Agreement dated January 6, 2012 (1)
|
|
|
|
10.3
|
|
Form
of Warrant dated January 6, 2012 (1)
|
|
|
|
10.4
|
|
Registration
Rights Agreement dated January 6, 2012 (1)
|
|
|
|
10.5
|
|
Form
of Lock-Up Agreement dated January 6, 2012 (1)
|
|
|
|
10.6(a)
|
|
Lock-Up/Leak
Out Agreement with John Balanko dated January 6, 2012 (1)
|
|
|
|
10.6(b)
|
|
Lock-Up/Leak
Out Agreement with Peter Miele dated January 6, 2012 (1)
|
|
|
|
10.7
|
|
Management
Agreement with John Balanko dated November 1, 2011 (1)
|
|
|
|
10.8
|
|
Management
Agreement with Peter Miele dated November 1, 2011 (1)
|
|
|
|
10.9
|
|
Global
Cooperation Partner Agreement between Quest Water Solutions, Inc. and Trunz Water Systems AG, dated June 29, 2011 (1)
|
|
|
|
31.1
|
|
Certification
of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification
of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
32.2
|
|
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
|
99.1
|
|
Audit
Committee Charter (3)
|
|
(1)
|
Incorporated
by
reference
from
our
Current
Report
on
Form
8-K
filed
with
the
SEC
on
January
10,
2012.
|
|
(2)
|
Incorporated
by
reference
from
our
Registration
Statement
on
Form
S-1
filed
with
the
SEC
on
August
17,
2010.
|
|
(3)
|
Incorporated
by
reference
from
our
Annual
Report
on
Form
10-K
filed
with
the
SEC
on
April
16,
2012
|
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 thereunto duly authorized.
Date:
November 19, 2012
|
QUEST
WATER GLOBAL, INC.
|
|
|
|
|
By:
|
/s/
John Balanko
|
|
|
John Balanko
|
|
|
Chairman,
President, Chief Executive Officer, Director
|
Quest Water Global (PK) (USOTC:QWTR)
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