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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 March 31, 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 May 22, 2023, the registrant’s outstanding common stock consisted of 131,903,029 shares.
Item
1. Financial Statements
Quest
Water Global, Inc.
Condensed
Consolidated Financial Statements
Three
Months Ended March 31, 2023 and 2022
(Expressed
in US dollars)
(unaudited
– prepared by management)
QUEST
WATER GLOBAL, INC.
Condensed
Consolidated Interim Balance Sheets
(Expressed
in US Dollars)
(Unaudited
– Prepared by Management)
(The
accompanying notes are an integral part of these condensed consolidated financial statements)
QUEST
WATER GLOBAL, INC.
Condensed
Consolidated Interim Statements of Operations and Comprehensive Loss
(Expressed
in US Dollars)
(Unaudited
– Prepared by Management)
(The
accompanying notes are an integral part of these condensed consolidated financial statements)
QUEST
WATER GLOBAL, INC.
Condensed
Consolidated Interim Statements of Stockholder’s Deficit
(Expressed
in US Dollars)
(Unaudited
– Prepared by Management)
| | |
Preferred stock | | |
Common stock | | |
Additional paid-in | | |
| | |
| |
| For March 31, 2022 | |
Number | | |
Amount
$ | | |
Number | | |
Amount
$ | | |
capital
$ | | |
Deficit
$ | | |
Total
$ | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance, December 31, 2021 | |
| 2 | | |
| 1 | | |
| 85,164,569 | | |
| 85 | | |
| 6,332,748 | | |
| (10,061,032 | ) | |
| (3,728,198 | ) |
| Net loss for the period | |
| – | | |
| – | | |
| – | | |
| – | | |
| – | | |
| (152,351 | ) | |
| (152,351 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance, March 31, 2022 | |
| 2 | | |
| 1 | | |
| 85,164,569 | | |
| 85 | | |
| 6,332,748 | | |
| (10,213,383 | ) | |
| (3,880,549 | ) |
(The
accompanying notes are an integral part of these condensed consolidated financial statements)
QUEST
WATER GLOBAL, INC.
Condensed
Consolidated Interim Statements of Cash Flows
(Expressed
in US Dollars)
(Unaudited
– Prepared by Management)
(The
accompanying notes are an integral part of these condensed consolidated financial statements)
QUEST
WATER GLOBAL, INC.
Notes
to the Condensed Consolidated Interim Financial Statements
For
the Three Months Ended March 31 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 March 31 2023, the Company has a working
capital deficiency of $1,418,544 of which $1,293,689 is owed to the two principal shareholders (Note 5), and an accumulated deficit of
$11,417,983. 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.
| |
(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 March 31, 2023, AQUAtap incurred
a loss of $5,843 (2022 - $20,305). The Company’s portion of the loss of $2,220 (2022 - $7,716) has been recorded as an expense
and has reduced the equity of the investment.
Equipment
is amortized over its useful life.
Schedule of Property and Equipment
| | |
| |
Cost | | |
Depreciation | | |
Net | |
| Computer | |
3 years | |
$ | 1,500 | | |
$ | 458 | | |
$ | 1,042 | |
| 5. |
Related
Party Transactions |
| (a) |
As
at March 31, 2023, a total of $560,616 (March 31, 2022 - $1,803,560) was owed to the President of the Company, which is non-interest
bearing, unsecured, and due on demand. |
| |
|
| (b) |
As
at March 31, 2023, a total of $733,073 (March 31, 2022 - $1,991,903) was owed to the Vice President of the Company, which is non-interest
bearing, unsecured, and due on demand. |
| |
|
| (c) |
For
the three months ended March 31, 2023, the Company incurred a total of $123,750 (March 31, 2022 - $112,500) in management fees to
the President and the Vice President of the Company. |
| |
|
| (d) |
For
the three months ended March 31, 2023, the Company incurred $5,250 (March 31, 2022 - $5,250) in rent to the Vice President of the
Company.(e) |
| |
|
| (e) |
On
July 22, 2022, the Company issued 46,738,460 common shares at $0.065 per share for a total value of $3,038,000 to the President and
Vice-President as payment to reduce the amount shown as due to related parties . |
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
March 31, 2023, the Company had 131,903,029 shares of common stock outstanding (March 31, 2022 - 85,164,569 shares).
Basic
and diluted loss per share
The
calculation of the basic and diluted loss per share for the three months ended March 31, 2023 was based on the loss attributable to common
shareholders of $144,631 (March 31, 2022 - $152,351) and a weighted average number of common shares outstanding of 131,903,029 (March
31, 2022 - 85,164,569).
At
March 31, 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.
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:
Summary of Stock Option Activity
| | |
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, March 31, 2023 | |
| 6,300,000 | | |
$ | 0.10 | |
| | |
| | | |
| | |
| Exercisable at March 31, 2023 | |
| 6,300,000 | | |
$ | 0.10 | |
The
options outstanding and exercisable at March 31, 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 4.29 years.
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.
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 March 31, 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.
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.
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 March 31, 2022
Revenue
We
did not generate any revenue during the three months ended March 31, 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 March 31, 2023, we incurred $142,411 in total expenses, including $123,750 in management fees, $5,485 in rent,
$4,758 in transfer agent and filing fees, $2,969 in professional fees, $2,459 in automotive expenses, $1,943 in office and miscellaneous
expenses, $922 in telephone expenses and $125 in depreciation. During the same period in the prior year, we incurred $144,635 in total
expenses, including $112,500 in management fees, $13,781 in professional fees, $7,806 in transfer agent and filing fees, $5,250 in rent,
$2,645 in automotive expenses, $1,690 in office and miscellaneous expenses and $963 in telephone expenses. Our expenses were therefore
relatively consistent between the two periods.
Other
Income
During
the three months ended March 31, 2023, we experienced a $2,220 decrease in the equity of our investment in the AQUAtapTM 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. During the same period in the prior year, we experienced a $7,716 decrease in the equity of the same investment.
Net
Loss
During
the three months ended March 31, 2023, we incurred a net loss of $144,361, whereas we incurred a net loss of $152,351 during the same
period in the prior year. Our net loss per share during the three months ended March 31, 2023 and 2022 was $0.001 and $0.002, respectively.
Liquidity
and Capital Resources
As
of March 31, 2023 we had $Nil in cash, $8,912 in total assets, $1,426,414 in total liabilities and a working capital deficiency of $1,418,544.
As of that date, we also had an accumulated deficit of $11,417,983.
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 three months ended March 31, 2023, we spent $Nil in net cash on operating activities, compared to $57 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 or receive any cash in respect of investing activities or financing activities during the three months ended March 31,
2023 or 2022.
During
the three months ended March 31, 2023, our cash decreased by $Nil as a result of our operating activities. As of March 31, 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 AQUAtapTM Community Water Purification & Distribution systems as well as the employment of our WEPSTM
technology, and we anticipate that we will require a minimum of $946,000 to pursue those plans.
As
described above, we intend to meet the balance of our cash requirements for the next 12 months through advances from related parties
as well as a combination of debt financing and equity financing through private placements as circumstances allow. We are presently in
the process of contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements. There is no assurance that
we will be successful in completing any private placement or other financings. If we are unsuccessful in obtaining sufficient funds through
our capital raising efforts, we may review other financing options.
During
the next 12 months, we estimate that our planned expenditures will include the following:
| Description | |
Amount ($) | |
| Equipment purchases | |
| 250,000 | |
| Management fees | |
| 430,000 | |
| 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 | |
| 946,000 | |
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 March 31, 2023, we had a working capital deficiency of $1,418,544 and an accumulated
deficit of $11,417,983. 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.
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 March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
We
are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results
of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of our executive officers or any of our subsidiaries, threatened against
or affecting us, our common stock, any of our subsidiaries or our officers or directors of those of our subsidiaries’ in their
capacities as such, in which an adverse decision could have a material adverse effect.
Item
1A. Risk Factors
Not
applicable.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
None.
Item
6. Exhibits
The
following documents are filed as a part of this quarterly report.
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:
May 22, 2023 |
QUEST
WATER GLOBAL, INC. |
| |
|
|
| |
By: |
/s/
John Balanko |
| |
|
John
Balanko |
| |
|
Chairman,
President, Chief Executive Officer, Director |
Quest Water Global (PK) (USOTC:QWTR)
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