Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Quest Water Global, Inc. | Financial_Report.xls |
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 | 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, |
V7P 1V7 | |
| (Address of principal executive offices) | (Zip Code) |
(604) 986-2219
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSURS:
As of 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 |
Description of Exhibit | |
| 2.1 | Share Exchange Agreement dated January 6, 2012 with Josh Morita, Quest Water Solutions, Inc. and the shareholders of Quest Water Solutions, Inc. (1) | |
| 3.1 | Articles of Incorporation (2) | |
| 3.2 | Bylaws (2) | |
| 3.3 | Certificate of Designation for Series A Voting Preferred Stock (1) | |
| 10.1 | Agreement of Sale dated January 6, 2012 with Josh Morita (1) | |
| 10.2 | Subscription Agreement dated January 6, 2012 (1) | |
| 10.3 | Form of Warrant dated January 6, 2012 (1) | |
| 10.4 | Registration Rights Agreement dated January 6, 2012 (1) | |
| 10.5 | Form of Lock-Up Agreement dated January 6, 2012 (1) | |
| 10.6(a) | Lock-Up/Leak Out Agreement with John Balanko dated January 6, 2012 (1) | |
| 10.6(b) | Lock-Up/Leak Out Agreement with Peter Miele dated January 6, 2012 (1) | |
| 10.7 | Management Agreement with John Balanko dated November 1, 2011 (1) | |
| 10.8 | Management Agreement with Peter Miele dated November 1, 2011 (1) | |
| 10.9 | Global Cooperation Partner Agreement between Quest Water Solutions, Inc. and Trunz Water Systems AG, dated June 29, 2011 (1) | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3) | |
| 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 (3) |
| 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 (3) | |
| 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 (3) | |
| 99.1 | Audit Committee Charter (4) | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase |
| (1) | Incorporated by reference from the Company’s current report on Form 8-K filed with the SEC on January 10, 2012. |
| (2) | Incorporated by reference from the Company’s registration statement on Form S-1 filed with the SEC on August 17, 2010. | |
| (3) | Incorporated by reference from the Company’s quarterly report on Form 10-Q filed with the SEC on August 20, 2012. |
| (4) | Incorporated by reference from the Company’s annual report on Form 10-K filed with the SEC on April 16, 2012. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: September 11, 2012 | QUEST WATER GLOBAL, INC. | |
| By: | /s/ John Balanko | |
| John Balanko | ||
| Chairman, President, Chief Executive Officer, Director | ||