- Amended Quarterly Report (10-Q/A)
11 Setembro 2012 - 7:03AM
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
June 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
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27-1994359
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.)
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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)
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(Zip Code)
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(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
[ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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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 August 20, 2012, the registrant’s
outstanding common stock consisted of 84,833,860 shares.
EXPLANATORY NOTE
This Amendment No. 1 to the quarterly report
of Quest Water Global, Inc. (the “Company”), amends the Company’s quarterly report for the period ended June
30, 2012 (the “Original Filing”), which was filed with the Securities and Exchange Commission (the “SEC”)
on August 20, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101.
No other changes have been made to the Original
Filing. This amended annual report continues to speak as of the filing date of the Original Filing, does not reflect events that
may have occurred subsequent to the filing date of the Original Filing, and does not modify or update any related disclosures made
in the Original Filing.
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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3.2
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Bylaws (2)
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3.3
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Certificate of Designation for Series A Voting Preferred Stock (1)
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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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10.7
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Management Agreement with John Balanko dated November 1, 2011 (1)
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10.8
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Management Agreement with Peter Miele dated November 1, 2011 (1)
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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)
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31.1
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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 (3)
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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 (3)
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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 (3)
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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 (3)
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99.1
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Audit Committee Charter (4)
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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
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(1)
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Incorporated by reference from the Company’s current report on Form 8-K filed
with the SEC on January 10, 2012.
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(2)
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Incorporated by reference from the Company’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 Company’s quarterly report on Form 10-Q filed with the SEC on August 20, 2012.
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(4)
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Incorporated by reference from the Company’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: September 11, 2012
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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, Chief Executive Officer, Director
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Quest Water Global (PK) (USOTC:QWTR)
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