Amended Quarterly Report (10-q/a)
10 Juin 2013 - 9:47PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
Amendment
No. 1
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended
March 31, 2013
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
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|
V7P
1V7
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(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 ISSUERS:
As
of May 20, 2013, the registrant’s outstanding common stock consisted of 85,182,360 shares.
EXPLANATORY
NOTE
The
sole purpose of this Quarterly Report on Form 10-Q of Quest Water Global, Inc. for the period ended March 31, 2013 and filed with
the Securities and Exchange Commission (the “SEC”) on May 20, 2013 (the “Form 10-Q”), is to furnish Exhibit
101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-Q provides the financial statements
and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No
other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the filing date
of the Form 10-Q, does not reflect events that may have occurred subsequent to that date, and does not modify or update any related
disclosures made in the Form 10-Q.
Pursuant
to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration
statement or prospectus for the purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under
those sections.
EXHIBIT
INDEX
Exhibit
Number
|
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Description
of Exhibit
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2.1
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Share
Exchange Agreement dated January 6, 2012 with Josh Morita, Quest Water Solutions, Inc. and the shareholders of Quest Water
Solutions, Inc. (1)
|
|
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3.1
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Articles
of Incorporation (2)
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|
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3.2
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Bylaws
(2)
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|
|
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3.3
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Certificate
of Designation for Series A Voting Preferred Stock filed with the Delaware Secretary of State on December 29, 2011 (1)
|
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3.4
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Certificate
of Amendment filed with the Delaware Secretary of State on February 21, 2012 (3)
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10.1
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Agreement
of Sale dated January 6, 2012 with Josh Morita (1)
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10.2
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Subscription
Agreement dated January 6, 2012 (1)
|
|
|
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10.3
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Form
of Warrant dated January 6, 2012 (1)
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10.4
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Registration
Rights Agreement dated January 6, 2012 (1)
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10.5
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Form
of Lock-Up Agreement dated January 6, 2012 (1)
|
|
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10.6(a)
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Lock-Up/Leak
Out Agreement with John Balanko dated January 6, 2012 (1)
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10.6(b)
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Lock-Up/Leak
Out Agreement with Peter Miele dated January 6, 2012 (1)
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|
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10.7
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Management
Agreement with John Balanko dated November 1, 2011 (1)
|
|
|
|
10.8
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|
Management
Agreement with Peter Miele dated November 1, 2011 (1)
|
|
|
|
10.9
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|
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 (4)
|
|
|
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31.2
|
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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 (4)
|
|
|
|
32.1
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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 (4)
|
|
|
|
32.2
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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 (4)
|
|
|
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99.1
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Audit
Committee Charter (5)
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101.INS
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XBRL
Instance Document
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101.SCH
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XBRL
Taxonomy Extension Schema
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase
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101.PRE
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XBRL
Taxonomy Presentation Linkbase
|
(1)
|
Incorporated
by reference from the registrant’s Current Report on Form 8-K filed with the SEC on January 10, 2012.
|
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(2)
|
Incorporated
by reference from the registrant’s Registration Statement on Form S-1 filed with the SEC on August 17, 2010.
|
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(3)
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Incorporated
by reference from the registrant’s Current Report on Form 8-K filed with the SEC on March 7, 2012.
|
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(4)
|
Incorporated
by reference from the registrant’s Quarterly Report on Form 10-Q filed with the SEC on May 20, 2013.
|
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(5)
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Incorporated
by reference from the registrant’s Annual Report on Form 10-K filed with the SEC on April 16, 2012.
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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:
June 10, 2013
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QUEST WATER GLOBAL, INC.
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By:
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/s/ John Balanko
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John Balanko
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Chairman, President,
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Chief Executive Officer, Director
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Quest Water Global (PK) (USOTC:QWTR)
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