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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2023

 

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.)
     

Suite 209 – 828 Harbourside Drive

North Vancouver, British Columbia, Canada

   V7P 3R9
(Address of principal executive offices)   (Zip Code)

 

(888) 897-5536

(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   N/A

 

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 ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
  Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of November 13, 2023, the registrant’s outstanding common stock consisted of 131,903,029 shares.

 

 

 

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION  
     
Item 1. Financial Statements F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
Item 4. Controls and Procedures 9
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 10
Item 1A. Risk Factors 10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Mine Safety Disclosures 10
Item 5. Other Information 10
Item 6. Exhibits 10

 

2

 

 

Item 1. Financial Statements

 

QUEST WATER GLOBAL, INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(EXPRESSED IN US DOLLARS)

 

  Index
   
Condensed Consolidated Interim Balance Sheets F-2
   
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss F-3
   
Condensed Consolidated Interim Statements of Stockholders’ Deficit F-4
   
Condensed Consolidated Interim Statements of Cash Flows F-5
   
Notes to the Condensed Consolidated Interim Financial Statements F-6 to 8

 

F-1

 

 

QUEST WATER GLOBAL, INC.

Condensed Consolidated Interim Balance Sheets

(Expressed in US Dollars)

(Unaudited – Prepared by Management)

 

   September 30,   December 31, 
   2023   2022 
         
ASSETS          
Current assets          
Cash  $42   $- 
Prepaids   4,858    1,094 
Total current assets   4,900    1,094 
Equipment, net (Note 4)   792    1,167 
Total assets  $5,692   $2,261 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable and accrued liabilities  $50,726   $37,698 
Investment in partnership, restated (Note 3)   45,064    33,980 
Due to related company (Note 3)   42,303    49,841 
Due to related parties (Note 5)   1,585,493    1,153,613 
Total liabilities   1,723,586    1,275,132 
           
Stockholders’ deficit          
Preferred stock, 5,000,000 shares authorized, $0.000001 par value 2 shares issued and outstanding   1    1 
Common stock, 500,000,000 shares authorized, $0.000001 par value 131,903,029 issued and outstanding (December 31, 2022 – 131,903,029)   132    132 
Additional paid-in capital   10,000,348    10,000,348 
Deficit   (11,718,375)   (11,273,352)
Total stockholders’ deficit   (1,717,894)   (1,272,871)
Total liabilities and stockholders’ deficit  $5,692   $2,261 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

F-2

 

 

QUEST WATER GLOBAL, INC.

Condensed Consolidated Interim Statements of Operations and Comprehensive Loss

(Expressed in US Dollars)

(Unaudited – Prepared by Management)

 

  

For the three

months ended

Sep 30, 2023

  

For the three

months ended

Sep 30, 2022

  

For the nine

months ended

Sep 30, 2023

  

For the nine

months ended

Sep 30, 2022

 
                 
Expenses                    
Automotive  $2,212   $2,417   $6,819   $7,732 
Depreciation   125    -    375    - 
Management fees   123,750    112,500    371,250    337,500 
Office and miscellaneous   1,290    5    4,933    3,256 
Professional fees   3,209    12,921    16,772    40,078 
Rent   5,514    5,470    16,484    16,259 
Telephone   824    762    2,561    2,602 
Transfer agent and filing fees   3,574    4,120    14,744    18,124 
Stock based compensation   -    801,102    -    801,102 
Total expenses   140,498    939,297    433,938    1,226,653 
                     
Loss before other income   (140,498)   (939,297)   (433,938)   (1,226,653)
Other income (expense)                    
Decrease in equity of investment in partnership   (2,332)   (8,849)   (11,085)   (16,565)
                     
Net loss and comprehensive loss  $(142,830)  $(948,146)  $(445,023)  $(1,243,218)
                     
Net loss per share, basic and diluted  $(0.001)  $(0.008)  $(0.003)  $(0.013)
Weighted average number of shares outstanding,
basic and diluted		   131,903,029    120,726,441    131,903,029    97,148,790 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

F-3

 

 

QUEST WATER GLOBAL, INC.

Condensed Consolidated Interim Statements of Stockholder’s Deficit

(Expressed in US Dollars)

(Unaudited – Prepared by Management)

 

For September 30, 2023  Number   $   Number   $   $   $   $ 
   Preferred stock   Common stock   Additional paid-in         
       Amount       Amount   capital   Deficit   Total 
For September 30, 2023  Number   $   Number   $   $   $   $ 
Balance, December 31, 2022   2    1    131,903,029    132    10,000,348    (11,273,352)   (1,272,871)
Net loss for the period   -    -    -    -    -    (445,023)   (445,023)
                                    
Balance, September 30, 2023   2    1    131,903,029    132    10,000,348    (11,718,375)   (1,717,894)

 

   Preferred stock   Common stock   Additional paid-in         
       Amount       Amount   capital   Deficit   Total 
For September 30, 2022  Number   $   Number   $   $   $   $ 
Balance, December 31, 2021   2    1    85,164,569    85    6,332,748    (10,061,032)   (3,728,199)
Shares issued for debt at $0.065   -    -    46,738,460    47    3,037,953    -    3,038,000 
Stock based compensation   -    -    -    -    801,102    -    801,102 
Net loss for the period   -    -    -    -    -    (1,243,218)   (1,243,218)
                                    
Balance, September 30, 2022   2    1    131,903,029    132    10,171,803    (11,304,250)   (1,132,315)

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

F-4

 

 

QUEST WATER GLOBAL, INC.

Condensed Consolidated Interim Statements of Cash Flows

(Expressed in US Dollars)

(Unaudited – Prepared by Management)

 

  

For the nine

months ended

September 30, 2023

  

For the nine

months ended

September 30, 2022

 
         
Cash Flows from Operating Activities:          
Net loss for the period  $(445,023)  $(1,243,218)
Decrease in equity of partnership investment   11,085    16,565 
Depreciation   375    208 
Shares issued for debt   -    3,038,000 
Stock based compensation   -    801,102 
Changes in operating assets and liabilities:          
Prepaids   (3,764)   (4,453)
Accounts payable and accrued liabilities   13,028    12,743 
Due to related company   (7,539)   (21,358)
Due to related parties   431,880    (2,602,262)
           
Net cash provided by (used in) operating activities   42    (2,673)
           
Cash Flows from Investing Activities:          
Equipment purchase  $-   $(1,500)
           
Net cash used in investing activities   -    (1,500)
           
Change in cash   42    (4,173)
Cash, beginning of period   -    4,227 
           
Cash, end of period  $42   $54 
           
Supplemental disclosures:          
Interest paid  $–   $– 
Income tax paid  $–   $– 

 

(The accompanying notes are an integral part of these condensed consolidated financial statements)

 

F-5

 

 

QUEST WATER GLOBAL, INC.

Notes to the Condensed Consolidated Interim Financial Statements

For the Nine Months Ended September 30, 2023

(Expressed in US Dollars)

(Unaudited – Prepared by Management)

 

1. Nature of Operations and Continuance of Business

 

Quest Water Global, Inc. (the “Company”) was incorporated on February 25, 2010, under the laws of the State of Delaware. 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.

 

These condensed consolidated interim 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, 2023, the Company has a working capital deficiency of $1,718,686 of which $1,585,493 is owed to the two principal shareholders (Note 5), and an accumulated deficit of $11,718,375. 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 has in the past, and is expected to in the future, arrange 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.

 

2. Summary of Significant Accounting Policies

 

(a) Basis of Presentation and Principles of Consolidation

 

These condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in US dollars. These condensed consolidated financial statements include the accounts of the Company; the Company’s wholly-owned subsidiary Quest Water Solutions, Inc., a company incorporated under the laws of the State of Nevada (“Quest Nevada”); AQUAtap Global, Inc., a company incorporated under the laws of the State of Wyoming; and Quest Nevada’s wholly-owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada. All inter-company balances and transactions have been eliminated on consolidation.

 

(b) Interim Financial Statements

 

The accompanying condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2022. In the opinion of management, the accompanying condensed consolidated interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

 

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

 

F-6

 

 

(c) 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.

 

(d) 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. Investment in and Due to Related Company  

 

During the year ended December 31, 2019, the Company invested $7,600 in AQUAtap Oasis Partnership S.A.R.L. (“AQUAtap”), a limited liability company domiciled in the Democratic Republic of the Congo, and by doing so obtained 38% of the issued and outstanding shares in AQUAtap. The Company accounts for this investment using the equity method. During the period ended September 30, 2023, AQUAtap incurred a loss of $29,170 (2022 - $43,592). The Company’s portion of the loss of $11,085 (2022 - $16,565) has been recorded as an expense and has reduced the equity of the investment.

 

The due to related company amounts pertain to funds received on behalf of AQUAtap relating to rights agreements for water units. As at September 30, 2023, a balance of $42,303 was owing to AQUAtap.

 

4. Equipment

 

Equipment is depreciated over its useful life.

 

      Cost   Depreciation   Net 
Computer  3 years  $1,500   $708   $792 

 

5. Related Party Transactions

 

  (a) As at September 30, 2023, a total of $711,845 (December 31, 2022 - $490,714) was owed to the President of the Company, which is non-interest bearing, unsecured, and due on demand.
     
  (b) As at September 30, 2023, a total of $873,648 (December 31, 2022 - $662,899) was 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, 2023, the Company incurred a total of $371,250 (September 30, 2022 - $337,500) in management fees to the President and the Vice President of the Company.
     
  (d) For the nine months ended September 30, 2023, the Company incurred $15,750 (September 30, 2022 - $15,750) in rent to the Vice President of the Company.
     
  (e) On July 22, 2022, the Company issued 46,738,460 common shares at a price of $0.065 per share to the President and Vice-President of Company pursuant to debt conversions in the aggregate amount of $3,038,000.

 

F-7

 

 

6. Common Shares

 

On July 21, 2022, the authorized capital of the Company was increased from 95,000,000 to 500,000,000 shares of common stock with the par value of $0.000001.

 

On July 22, 2022, the Company converted an aggregate of $3,038,000 in debt owed to the President and Vice-President of the Company into 46,738,460 shares of common stock at a price of $0.065 per share.

 

At September 30, 2023, the Company had 131,903,029 shares of common stock outstanding. (December 31, 2022 – 131,903,029 common shares).

 

Basic and diluted loss per share

 

The calculation of the basic and diluted loss per share for the nine months ended September 30, 2023 was based on the loss attributable to common shareholders of $445,023 (September 30, 2022 – $1,243,218) and a weighted average number of common shares outstanding of 131,903,029 (September 30, 2022 – 97,148,790).

 

At September 30, 2023, there were 6,300,000 stock options that were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

 

7. Share Based Payments

 

Stock Options

 

The Company adopted a stock option plan in May 2012 (the “Plan”) under which it is authorized to grant options to directors, officers, employees and consultants enabling them to acquire up to a maximum of 10% of the issued and outstanding common stock of the Company. The options can be granted for a maximum term of 10 years and vest as determined by the board of directors.

 

Stock option transactions are summarized as follows:

 

   Number of   Weighted Average 
   Options   Exercise Price 
         
Balance, December 31, 2021   -   $- 
Granted   8,500,000    0.10 
Rescinded   (2,200,000)   0.10 
Exercised   -    - 
Balance, December 31, 2022 and September 30, 2023   6,300,000   $0.10 
           
Exercisable at September 30, 2023   6,300,000   $0.10 

 

The options outstanding and exercisable at September 30, 2023 were granted effective July 20, 2022 and have a 5 year period during which they may be exercised. They have an exercise price of $0.10 per share and have a remaining life of 3.79 years.

 

8. Operating Segment

 

The Company has only one operating segment, that being the construction and distribution of water equipment that provides drinking water to areas of the world where water and/or infrastructure is scarce. Currently the only customer is a related company in the Democratic Republic of Congo.

 

9. Subsequent Event

 

Subsequent to September 30, 2023, the Company entered into a partnership with Yonga Industries (Pty) Ltd., Yorown Energy (Pty) Ltd. and Kalo Products to form AQUAtap Oasis South Africa (PTY) Ltd. The Company holds a 49% interest in AQUAtap Oasis South Africa (PTY) Ltd., and the purpose of the partnership is to bring about positive social change by supplying and distributing affordable clean water to underserved communities throughout South Africa.

 

F-8

 

 

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, 2023. 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 NV”), 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 NV as the accounting acquirer and the Company as the accounting acquiree. Our consolidated financial statements are therefore, in substance, those of Quest NV.

 

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.

 

3

 

 

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 condensed 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.

 

Overview

 

We are an innovative water technology company that provides sustainable and environmentally sound solutions to water-scarce regions. We use proven technologies to create economically viable products that address the critical shortage of clean drinking water in both domestic and foreign emerging markets.

 

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 decentralized, turn-key solutions using alternative energy for the purification, desalination and distribution of clean drinking water.

 

We focus on the manufacture and sale of two products: our AQUAtapTM Community Water Purification and Distribution system and our WEPSTM (atmospheric Water Extraction and Purification System). Our AQUAtapTM system is an autonomous, decentralized, self-contained, solar-powered water purification and distribution system, while our WEPSTM is a unique, proprietary water extraction and purification system that produces clean drinking water from humidity in the atmosphere.

 

To date, we have focused our activities on the formation of safe water partnerships and the sale and installation of our products, with emphasis on our AQUAtapTM Community Water Purification & Distribution systems throughout North America, Latin America, the Caribbean and Africa, with specific attention to the Democratic Republic of the Congo (the “DRC”) and Angola.

 

Corporate History and Background

 

We were incorporated under the laws of Delaware on February 25, 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 NV, we now operate as an innovative water technology company that provides sustainable and environmentally sound solutions to water-scarce regions.

 

Quest NV 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 NV has not generated any revenues since its inception.

 

4

 

 

Acquisition of Quest NV

 

On January 6, 2012, we completed the Share Exchange whereby we acquired all of the issued and outstanding capital stock of Quest NV 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 NV became our wholly owned subsidiary, John Balanko and Peter Miele became our directors, officers and principal stockholders, and we assumed the business and operations of Quest NV. The Share Exchange was treated as a recapitalization effected through a share exchange, with Quest NV as the accounting acquirer and the Company as the accounting acquiree.

 

AQUAtap Global

 

In July 2021, we incorporated a new operating subsidiary, AQUAtap Global, Inc., a Wyoming corporation (“AQUAtap”). Through this entity, we expect to coordinate, facilitate and manage our current, planned and future safe water partnerships throughout Africa, Latin America and the Caribbean that provide clean water initiatives for underserved communities. AQUAtap, together with its strategic global partners, plans to establish subordinate partnerships in various countries and engage experienced local individuals and organizations for operational expertise. We anticipate that this will enable the subordinate partnerships to enter into public-private partnerships (commonly known as PPPs) with NGOs, strategic investors and various levels of government.

 

Quest Water Solutions Inc., a British Columbia, Canada corporation and wholly owned subsidiary of Quest NV (“Quest BC”), will remain as the technology provider to our safe water initiatives. Quest BC is responsible for designing, engineering and manufacturing our range of products, and it also sells these water technology products directly to end users through our corporate sales & marketing divisions and through global distributors and agents.

 

Results of Operations

 

For the Three Months Ended September 30, 2023

 

Revenue

 

We did not generate any revenue during the three months ended September 30, 2023 or 2022. 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, 2023, we incurred $140,498 in total expenses, including $123,750 in management fees, $5,514 in rent, 3,574 in transfer agent and filing fees, $3,209 in professional fees, $$2,212 in automotive expenses, $1,290 in office and miscellaneous expenses, $824 in telephone expenses and $125 in depreciation. During the same period in the prior year, we incurred $939,297 in total expenses, including $801,102 in stock-based compensation, $112,500 in management fees, $12,291 in professional fees, $5,470 in rent, $4,120 in transfer agent and filing fees, $2,417 in automotive expenses, $762 in telephone expenses and $5 in office and miscellaneous expenses. Except for the significant stock-based compensation expense we incurred during the three months ended September 30, 2022, which was entirely attributable to the granting of an aggregate of 8,500,000 options, substantially all of which vested during the quarter, our expenses were relatively consistent between the two periods.

 

5

 

 

Other Income

 

During the three months ended September 30, 2023, we experienced a $2,332 decrease in the equity of our investment in the AQUAtap™ Oasis Partnership SARL, a collaborative partnership that Quest NV entered into in 2019 for the purpose of commencing a profitable safe water initiative in the DRC. The equity of that investment decreased by $8,849 during the same period in the prior year.

 

Net Loss

 

During the three months ended September 30, 2023, we incurred a net loss of $142,830, whereas we incurred a net loss of $948,146 during the same period in the prior year. The decrease was substantially attributable to the decrease in our stock-based compensation expense from period-to-period as described above. Our net loss per share during the three months ended September 30, 2023 and 2022 was $0.001 and $0.008, respectively.

 

For the Nine Months Ended September 30, 2023

 

Revenue

 

We did not generate any revenue during the nine months ended September 30, 2023 or 2022. As described above, 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 nine months ended September 30, 2023, we incurred $433,938 in total expenses, including $371,250 in management fees, $16,772 in professional fees, $16,484 in rent, $14,744 in transfer agent and filing fees, $6,819 in automotive expenses, $4,933 in office and miscellaneous expenses, $2,561 in telephone expenses and $375 in depreciation. During the same period in the prior year, we incurred $1,226,653 in total expenses, including $801,102 in stock-based compensation expense, $337,500 in management fees, $40,078 in professional fees, $18,124 in transfer agent and filing fees, $16,259 in rent, $7,732 in automotive expenses, $3,256 in office and miscellaneous expenses and $2,602 in telephone expenses.

 

Other than the significant decrease in our stock-based compensation expense as described above, and a $33,750 increase in management fees, which was largely offset by a $23,306 decrease in professional fees, our expenses were consistent from period-to-period.

 

Other Income

 

During the nine months ended September 30, 2023, we experienced a $11,085 decrease in the equity of our investment in the AQUAtap™ Oasis Partnership SARL. During the same period in the prior year, we experienced a $16,565 decrease in the equity of the same investment.

 

6

 

 

Net Loss

 

During the nine months ended September 30, 2023, we incurred a net loss of $445,023 and a net loss per share of $0.003, whereas we incurred a net loss of $1,243,218 and a net loss per share of $0.013 during the same period in the prior year. As described above, the decrease in our net loss between the two periods was primarily due to the significant decrease in our stock-based compensation expense.

 

Liquidity and Capital Resources

 

As of September 30, 2023 we had $42 in cash, $5,692 in total assets, $1,723,586 in total liabilities and a working capital deficiency of $1,718,686. As of that date, we also had an accumulated deficit of $11,718,375.

 

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, 2023.

 

During the nine months ended September 30, 2023, we received $42 in net cash from operating activities, compared to $2,673 in net cash spending on operating activities during the same period in the prior year. Although we experienced a net loss in the current period as described above, it was offset by certain changes in our operating assets and liabilities, notably increases in our “accounts payable” and “due to related parties” balances.

 

We did not spend any net cash on investing activities during the nine months ended September 30, 2023, whereas we spent $1,500 in net cash during the same period in the prior year, all of which was attributable to equipment purchases.

 

We did not spend or receive any cash in respect of financing activities during the nine months ended September 30, 2023 or 2022.

 

During the nine months ended September 30, 2023, our cash increased by $42 as a result of our operating activities. As of September 30, 2023, we did not have sufficient cash resources to meet our operating expenses for the next month based on our then-current burn rate.

 

Plan of Operations

 

Our plan of operations over the next 12 months is to continue to address water quality and supply issues in the DRC through the installation of our AQUAtap™ Community Water Purification & Distribution systems as well as the employment of our WEPS™ technology, and we anticipate that we will require a minimum of $1,011,000 to pursue those plans.

 

We intend to meet the balance of our cash requirements for the next 12 months through advances from related parties as well as a combination of debt financing and equity financing through private placements as circumstances allow. We are presently in the process of contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements. There is no assurance that we will be successful in completing any private placement or other financings. If we are unsuccessful in obtaining sufficient funds through our capital raising efforts, we may review other financing options.

 

7

 

 

During the next 12 months, we estimate that our planned expenditures will include the following:

 

Description 

Amount ($)

 
Equipment purchases   250,000 
Management fees   495,000 
Consulting fees   120,000 
Professional fees   50,000 
Rent   21,000 
Advertising and promotion expenses   15,000 
Travel and automotive expenses   30,000 
Other general and administrative expenses   30,000 
Total   1,011,000 

 

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, 2023, we had a working capital deficiency of $1,718,686 and an accumulated deficit of $11,718,375. Our continuation as a going concern is dependent upon the continued financial support from our creditors, our ability to obtain necessary equity financing to continue operations, and ultimately on 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.

 

8

 

 

Basis of Presentation and Consolidation

 

The Company’s condensed 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 condensed consolidated financial statements include the accounts of the Company; the Company’s wholly-owned subsidiaries Quest Water Solutions, Inc., a company incorporated under the laws of the State of Nevada (“Quest Nevada”), and AQUAtap Global, Inc., a company incorporated under the laws of the State of Wyoming; and Quest Nevada’s wholly owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the province of British Columbia, Canada. All inter-company balances and transactions have been eliminated on consolidation.

 

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.

 

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, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

9

 

 

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
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
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase
101.PRE   Inline XBRL Taxonomy Presentation Linkbase
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

10

 

 

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 13, 2023 QUEST WATER GLOBAL, INC.
     
  By: /s/ John Balanko
    John Balanko
    Chairman, President, Chief Executive Officer, Director

 

11

 

 

Exhibit 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

 

I, John Balanko, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Quest Water Global, Inc. (the “Registrant”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant, as of, and for, the periods presented in this report;
   
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated: November 13, 2023

 

By: /s/ John Balanko  
  John Balanko  
  Chairman, President, Chief Executive Officer, Director  

 

 

 

 

Exhibit 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

 

I, Peter Miele, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Quest Water Global, Inc. (the “Registrant”);
   
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
   
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant, as of, and for, the periods presented in this report;
   
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
     
  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  (c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
     
  (d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
     
  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

Dated: November 13, 2023

 

By: /s/ Peter Miele  
  Peter Miele  
  Vice President, Chief Financial Officer, Secretary, Director  

 

 

 

 

Exhibit 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

 

In connection with the quarterly report of Quest Water Global, Inc. (the “Registrant”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, John Balanko, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Dated: November 13, 2023

 

By: /s/ John Balanko  
  John Balanko  
  Chairman, President, Chief Executive Officer, Director  

 

 

 

 

Exhibit 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

 

In connection with the quarterly report of Quest Water Global, Inc. (the “Registrant”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission (the “Report”), I, Peter Miele, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
   
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Dated: November 13, 2023

 

By: /s/ Peter Miele  
  Peter Miele  
  Vice President, Chief Financial Officer, Secretary, Director  

 

 

 

v3.23.3
Cover - shares
 9 Months Ended
Sep. 30, 2023
Nov. 13, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2023  
Document Fiscal Period Focus Q3  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
Entity File Number 333-168895  
Entity Registrant Name QUEST WATER GLOBAL, INC.  
Entity Central Index Key 0001487091  
Entity Tax Identification Number 27-1994359  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One Suite 209 – 828 Harbourside Drive  
Entity Address, City or Town North Vancouver  
Entity Address, State or Province BC  
Entity Address, Country CA  
Entity Address, Postal Zip Code V7P 3R9  
City Area Code (888)  
Local Phone Number 897-5536  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   131,903,029
v3.23.3
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Current assets    
Cash $ 42
Prepaids 4,858 1,094
Total current assets 4,900 1,094
Equipment, net (Note 4) 792 1,167
Total assets 5,692 2,261
Current liabilities    
Accounts payable and accrued liabilities 50,726 37,698
Investment in partnership, restated (Note 3) 45,064 33,980
Total liabilities 1,723,586 1,275,132
Preferred stock, 5,000,000 shares authorized, $0.000001 par value 2 shares issued and outstanding 1 1
Common stock, 500,000,000 shares authorized, $0.000001 par value 131,903,029 issued and outstanding (December 31, 2022 – 131,903,029) 132 132
Additional paid-in capital 10,000,348 10,000,348
Deficit (11,718,375) (11,273,352)
Total stockholders’ deficit (1,717,894) (1,272,871)
Total liabilities and stockholders’ deficit 5,692 2,261
Related Company [Member]    
Current liabilities    
Due to related parties 42,303 49,841
Related Party [Member]    
Current liabilities    
Due to related parties $ 1,585,493 $ 1,153,613
v3.23.3
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Sep. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, par value $ 0.000001 $ 0.000001
Preferred stock, shares issued 2 2
Preferred stock, shares outstanding 2 2
Common stock, shares authorized 500,000,000 500,000,000
Common stock, par value $ 0.000001 $ 0.000001
Common stock, shares issued 131,903,029 131,903,029
Common stock, shares outstanding 131,903,029 131,903,029
v3.23.3
Condensed Consolidated Interim Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Expenses        
Automotive $ 2,212 $ 2,417 $ 6,819 $ 7,732
Depreciation 125 375
Management fees 123,750 112,500 371,250 337,500
Office and miscellaneous 1,290 5 4,933 3,256
Professional fees 3,209 12,921 16,772 40,078
Rent 5,514 5,470 16,484 16,259
Telephone 824 762 2,561 2,602
Transfer agent and filing fees 3,574 4,120 14,744 18,124
Stock based compensation 801,102 801,102
Total expenses 140,498 939,297 433,938 1,226,653
Loss before other income (140,498) (939,297) (433,938) (1,226,653)
Other income (expense)        
Decrease in equity of investment in partnership (2,332) (8,849) (11,085) (16,565)
Net loss and comprehensive loss $ (142,830) $ (948,146) $ (445,023) $ (1,243,218)
Net loss per share, basic $ (0.001) $ (0.008) $ (0.003) $ (0.013)
Net loss per share, diluted $ (0.001) $ (0.008) $ (0.003) $ (0.013)
Weighted average number of shares outstanding, basic 131,903,029 120,726,441 131,903,029 97,148,790
Weighted average number of shares outstanding, diluted 131,903,029 120,726,441 131,903,029 97,148,790
v3.23.3
Condensed Consolidated Interim Statements of Stockholder's Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Beginning balance at Dec. 31, 2021 $ 1 $ 85 $ 6,332,748 $ (10,061,032) $ (3,728,199)
Beginning balance, shares at Dec. 31, 2021 2 85,164,569      
Net loss for the period (1,243,218) (1,243,218)
Shares issued for debt at $0.065 47 3,037,953 $ 3,038,000
Shares issued for debt at $0.065, shares         46,738,460
Stock based compensation 801,102 $ 801,102
Ending balance at Sep. 30, 2022 $ 1 $ 132 10,171,803 (11,304,250) (1,132,315)
Ending balance, shares at Sep. 30, 2022 2 131,903,029      
Beginning balance at Dec. 31, 2022 $ 1 $ 132 10,000,348 (11,273,352) (1,272,871)
Beginning balance, shares at Dec. 31, 2022 2 131,903,029      
Net loss for the period (445,023) (445,023)
Ending balance at Sep. 30, 2023 $ 1 $ 132 $ 10,000,348 $ (11,718,375) $ (1,717,894)
Ending balance, shares at Sep. 30, 2023 2 131,903,029      
v3.23.3
Condensed Consolidated Interim Statements of Stockholder's Deficit (Unaudited) (Parenthetical)
Sep. 30, 2022
$ / shares
Statement of Stockholders' Equity [Abstract]  
Shares issued, price $ 0.065
v3.23.3
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Cash Flows from Operating Activities:        
Net loss for the period $ (142,830) $ (948,146) $ (445,023) $ (1,243,218)
Decrease in equity of partnership investment 2,332 8,849 11,085 16,565
Depreciation     375 208
Shares issued for debt     3,038,000
Stock based compensation 801,102 801,102
Changes in operating assets and liabilities:        
Prepaids     (3,764) (4,453)
Accounts payable and accrued liabilities     13,028 12,743
Due to related company     (7,539) (21,358)
Due to related parties     431,880 (2,602,262)
Net cash provided by (used in) operating activities     42 (2,673)
Cash Flows from Investing Activities:        
Equipment purchase     (1,500)
Net cash used in investing activities     (1,500)
Change in cash     42 (4,173)
Cash, beginning of period     4,227
Cash, end of period $ 42 $ 54 42 54
Supplemental disclosures:        
Interest paid    
Income tax paid    
v3.23.3
Nature of Operations and Continuance of Business
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

 

Quest Water Global, Inc. (the “Company”) was incorporated on February 25, 2010, under the laws of the State of Delaware. 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.

 

These condensed consolidated interim 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, 2023, the Company has a working capital deficiency of $1,718,686 of which $1,585,493 is owed to the two principal shareholders (Note 5), and an accumulated deficit of $11,718,375. 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 has in the past, and is expected to in the future, arrange 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.

 
v3.23.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

 

(a) Basis of Presentation and Principles of Consolidation

 

These condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in US dollars. These condensed consolidated financial statements include the accounts of the Company; the Company’s wholly-owned subsidiary Quest Water Solutions, Inc., a company incorporated under the laws of the State of Nevada (“Quest Nevada”); AQUAtap Global, Inc., a company incorporated under the laws of the State of Wyoming; and Quest Nevada’s wholly-owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada. All inter-company balances and transactions have been eliminated on consolidation.

 

(b) Interim Financial Statements

 

The accompanying condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2022. In the opinion of management, the accompanying condensed consolidated interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

 

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

 

 

(c) 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.

 

(d) 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.

 
v3.23.3
Investment in and Due to Related Company
 9 Months Ended
Sep. 30, 2023
Investments, All Other Investments [Abstract]  
Investment in and Due to Related Company

3. Investment in and Due to Related Company  

 

During the year ended December 31, 2019, the Company invested $7,600 in AQUAtap Oasis Partnership S.A.R.L. (“AQUAtap”), a limited liability company domiciled in the Democratic Republic of the Congo, and by doing so obtained 38% of the issued and outstanding shares in AQUAtap. The Company accounts for this investment using the equity method. During the period ended September 30, 2023, AQUAtap incurred a loss of $29,170 (2022 - $43,592). The Company’s portion of the loss of $11,085 (2022 - $16,565) has been recorded as an expense and has reduced the equity of the investment.

 

The due to related company amounts pertain to funds received on behalf of AQUAtap relating to rights agreements for water units. As at September 30, 2023, a balance of $42,303 was owing to AQUAtap.

 
v3.23.3
Equipment
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Equipment

4. Equipment

 

Equipment is depreciated over its useful life.

 

      Cost   Depreciation   Net 
Computer  3 years  $1,500   $708   $792 

 
v3.23.3
Related Party Transactions
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

5. Related Party Transactions

 

  (a) As at September 30, 2023, a total of $711,845 (December 31, 2022 - $490,714) was owed to the President of the Company, which is non-interest bearing, unsecured, and due on demand.
     
  (b) As at September 30, 2023, a total of $873,648 (December 31, 2022 - $662,899) was 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, 2023, the Company incurred a total of $371,250 (September 30, 2022 - $337,500) in management fees to the President and the Vice President of the Company.
     
  (d) For the nine months ended September 30, 2023, the Company incurred $15,750 (September 30, 2022 - $15,750) in rent to the Vice President of the Company.
     
  (e) On July 22, 2022, the Company issued 46,738,460 common shares at a price of $0.065 per share to the President and Vice-President of Company pursuant to debt conversions in the aggregate amount of $3,038,000.

 

 
v3.23.3
Common Shares
 9 Months Ended
Sep. 30, 2023
Equity [Abstract]  
Common Shares

6. Common Shares

 

On July 21, 2022, the authorized capital of the Company was increased from 95,000,000 to 500,000,000 shares of common stock with the par value of $0.000001.

 

On July 22, 2022, the Company converted an aggregate of $3,038,000 in debt owed to the President and Vice-President of the Company into 46,738,460 shares of common stock at a price of $0.065 per share.

 

At September 30, 2023, the Company had 131,903,029 shares of common stock outstanding. (December 31, 2022 – 131,903,029 common shares).

 

Basic and diluted loss per share

 

The calculation of the basic and diluted loss per share for the nine months ended September 30, 2023 was based on the loss attributable to common shareholders of $445,023 (September 30, 2022 – $1,243,218) and a weighted average number of common shares outstanding of 131,903,029 (September 30, 2022 – 97,148,790).

 

At September 30, 2023, there were 6,300,000 stock options that were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

 
v3.23.3
Share Based Payments
 9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Share Based Payments

7. Share Based Payments

 

Stock Options

 

The Company adopted a stock option plan in May 2012 (the “Plan”) under which it is authorized to grant options to directors, officers, employees and consultants enabling them to acquire up to a maximum of 10% of the issued and outstanding common stock of the Company. The options can be granted for a maximum term of 10 years and vest as determined by the board of directors.

 

Stock option transactions are summarized as follows:

 

   Number of   Weighted Average 
   Options   Exercise Price 
         
Balance, December 31, 2021   -   $- 
Granted   8,500,000    0.10 
Rescinded   (2,200,000)   0.10 
Exercised   -    - 
Balance, December 31, 2022 and September 30, 2023   6,300,000   $0.10 
           
Exercisable at September 30, 2023   6,300,000   $0.10 

 

The options outstanding and exercisable at September 30, 2023 were granted effective July 20, 2022 and have a 5 year period during which they may be exercised. They have an exercise price of $0.10 per share and have a remaining life of 3.79 years.

 
v3.23.3
Operating Segment
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Operating Segment

8. Operating Segment

 

The Company has only one operating segment, that being the construction and distribution of water equipment that provides drinking water to areas of the world where water and/or infrastructure is scarce. Currently the only customer is a related company in the Democratic Republic of Congo.

 
v3.23.3
Subsequent Event
 9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Event

9. Subsequent Event

 

Subsequent to September 30, 2023, the Company entered into a partnership with Yonga Industries (Pty) Ltd., Yorown Energy (Pty) Ltd. and Kalo Products to form AQUAtap Oasis South Africa (PTY) Ltd. The Company holds a 49% interest in AQUAtap Oasis South Africa (PTY) Ltd., and the purpose of the partnership is to bring about positive social change by supplying and distributing affordable clean water to underserved communities throughout South Africa.
v3.23.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2023
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation

(a) Basis of Presentation and Principles of Consolidation

 

These condensed consolidated interim financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in US dollars. These condensed consolidated financial statements include the accounts of the Company; the Company’s wholly-owned subsidiary Quest Water Solutions, Inc., a company incorporated under the laws of the State of Nevada (“Quest Nevada”); AQUAtap Global, Inc., a company incorporated under the laws of the State of Wyoming; and Quest Nevada’s wholly-owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada. All inter-company balances and transactions have been eliminated on consolidation.

 
Interim Financial Statements

(b) Interim Financial Statements

 

The accompanying condensed consolidated interim financial statements of the Company should be read in conjunction with the consolidated financial statements and accompanying notes for the fiscal year ended December 31, 2022. In the opinion of management, the accompanying condensed consolidated interim financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

 

The preparation of these condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. The results of operations and cash flows for the periods shown are not necessarily indicative of the results to be expected for the full year.

 

 
Foreign Currency Translation

(c) 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.

 
Recent Accounting Pronouncements

(d) 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.
v3.23.3
Equipment (Tables)
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Equipment

Equipment is depreciated over its useful life.

 

      Cost   Depreciation   Net 
Computer  3 years  $1,500   $708   $792 
v3.23.3
Share Based Payments (Tables)
 9 Months Ended
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Transactions

Stock option transactions are summarized as follows:

 

   Number of   Weighted Average 
   Options   Exercise Price 
         
Balance, December 31, 2021   -   $- 
Granted   8,500,000    0.10 
Rescinded   (2,200,000)   0.10 
Exercised   -    - 
Balance, December 31, 2022 and September 30, 2023   6,300,000   $0.10 
           
Exercisable at September 30, 2023   6,300,000   $0.10 
v3.23.3
Nature of Operations and Continuance of Business (Details Narrative) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Working capital deficiency $ 1,718,686  
Liability of principal stockholders 1,585,493  
Accumulated deficit $ 11,718,375 $ 11,273,352
v3.23.3
Investment in and Due to Related Company (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2019
Loss on investment $ 11,085 $ 16,565    
Related Company [Member]        
Due to related company 42,303   $ 49,841  
AQUAtap [Member]        
Investments       $ 7,600
Equity method investment, ownership percentage       38.00%
Loss on investment $ 29,170 $ 43,592    
v3.23.3
Schedule of Equipment (Details) - USD ($)
Sep. 30, 2023
Dec. 31, 2022
Property, Plant and Equipment [Line Items]    
Equipment, net $ 792 $ 1,167
Computer Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Equipment, useful life 3 years  
Equipment, cost $ 1,500  
Equipment, depreciation 708  
Equipment, net $ 792  
v3.23.3
Related Party Transactions (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Jul. 22, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Related Party Transaction [Line Items]            
Management fee   $ 123,750 $ 112,500 $ 371,250 $ 337,500  
Shares Issued, Price Per Share     $ 0.065   $ 0.065  
President [Member]            
Related Party Transaction [Line Items]            
Due to related parties   711,845   711,845   $ 490,714
Vice President [Member]            
Related Party Transaction [Line Items]            
Due to related parties   $ 873,648   873,648   $ 662,899
Payment of rent       15,750 $ 15,750  
President and Vice President [Member]            
Related Party Transaction [Line Items]            
Management fee       $ 371,250 $ 337,500  
Stock Issued During Period, Shares, New Issues 46,738,460          
Shares Issued, Price Per Share $ 0.065          
Stock Issued During Period, Value, New Issues $ 3,038,000          
v3.23.3
Common Shares (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Jul. 22, 2022
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Jul. 21, 2022
Jul. 20, 2022
Defined Benefit Plan Disclosure [Line Items]                
Common stock, shares authorized   500,000,000   500,000,000   500,000,000 500,000,000 95,000,000
Common stock, par value   $ 0.000001   $ 0.000001   $ 0.000001 $ 0.000001  
Shares issued, price per share     $ 0.065   $ 0.065      
Common stock, shares outstanding   131,903,029   131,903,029   131,903,029    
Loss attributable to common shareholders       $ 445,023 $ 1,243,218      
Weighted average number of shares outstanding   131,903,029 120,726,441 131,903,029 97,148,790      
Antidilutive securities, shares       6,300,000        
President and Vice President [Member]                
Defined Benefit Plan Disclosure [Line Items]                
Debt value converted $ 3,038,000              
Number of shares issued in debt conversion 46,738,460              
Shares issued, price per share $ 0.065              
v3.23.3
Summary of Stock Option Transactions (Details)
 9 Months Ended
Sep. 30, 2023
$ / shares
shares
Share-Based Payment Arrangement [Abstract]  
Number of options outstanding, beginning balance | shares
Weighted average exercise price, beginning | $ / shares
Number of options outstanding, granted | shares 8,500,000
Weighted average exercise price, granted | $ / shares $ 0.10
Number of options outstanding, rescinded | shares (2,200,000)
Weighted average exercise price, rescinded | $ / shares $ 0.10
Number of options outstanding, exercised | shares
Weighted average exercise price, exercised | $ / shares
Number of options outstanding, ending balance | shares 6,300,000
Weighted average exercise price, Ending | $ / shares $ 0.10
Number of options exercisable | shares 6,300,000
Weighted average exercise price, exercisable | $ / shares $ 0.10
v3.23.3
Share Based Payments (Details Narrative) - $ / shares
 9 Months Ended
Jul. 20, 2022
Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]    
Issued and outstanding common stock percentage   10.00%
Option granted maximum term years   10 years
Remaining life 5 years 3 years 9 months 14 days
Exercise price   $ 0.10
v3.23.3
Operating Segment (Details Narrative)
 9 Months Ended
Sep. 30, 2023
Segment
Segment Reporting [Abstract]  
Number of operating segments 1
v3.23.3
Subsequent Event (Details Narrative)
Sep. 30, 2023
AQUAtap Oasis South Africa (PTY) Ltd [Member]  
Equity method investment, ownership percentage 49.00%
Quest Water Global (PK) (USOTC:QWTR)
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