10-Q - QWTR - Equibles

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, 2021

☐

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<br><br> <br>of incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)
Suite 209 – 828 Harbourside Drive<br><br> <br>North Vancouver, British Columbia, Canada	V7P 3R9
(Address<br> of principal executive offices)	(Zip<br> 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<br> of each class	Trading<br> Symbol(s)	Name<br> 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<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☐	Smaller reporting company ☒
	Emerging<br> 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 ☒

APPLICABLE

ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate

by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE

ONLY TO CORPORATE ISSUERS:

As

of March 11, 2022, the registrant’s outstanding common stock consisted of 85,164,569 shares.

TABLE

OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3. Quantitative and Qualitative Disclosures about Market Risk	10
Item 4. Controls and Procedures	10
PART II – OTHER INFORMATION	11
Item 1. Legal Proceedings	11
Item 1A. Risk Factors	11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3. Defaults Upon Senior Securities	11
Item 4. Mine Safety Disclosures	11
Item 5. Other Information	11
Item 6. Exhibits	11

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Item1. Financial Statements

QuestWater Global, Inc.

Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2021

(Expressed in US dollars)

(unaudited – prepared by management)

	Index
Condensed Consolidated Balance Sheets	F-1
Condensed Consolidated Statements of Operations and Comprehensive Loss	F-2
Condensed Consolidated Statements of Stockholders’ Deficit	F-3
Condensed Consolidated Statements of Cash Flows	F-4
Notes to the Condensed Consolidated Financial Statements	F-5

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QUEST

WATER GLOBAL, INC.

Condensed Consolidated Balance Sheets

(Expressed in US dollars)

(unaudited – prepared by management)



ASSETS
Current assets
Cash
Unbilled costs
Prepaid expenses
Total current assets
Investment in related company (Note3)
Total assets
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities
Convertible notes payable (Note 4)
Due to related company (Note 3)
Due to related parties (Note 4)
Total liabilities
Nature of operations and continuance of business (Note 1)
Stockholders’ deficit
Preferred stock, 5,000,000 shares authorized, 0.000001 par value, 2 shares<br> issued and outstanding
Common stock, 95,000,000 shares authorized, 0.000001 par value, 85,164,569 issued and outstanding
Additional paid-in capital
Common stock issuable
Deficit	)	)
Total stockholders’ deficit	)	)
Total liabilities and stockholders’ deficit

All values are in US Dollars.

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

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QUEST

WATER GLOBAL, INC.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in US dollars)

(unaudited – prepared by management)



Revenue
Cost of goods sold
Gross margin	)
Expenses
Advertising and promotion
Automotive
Consulting fees
Management fees (Note 4)
Office and miscellaneous	)
Professional fees
Rent (Note 4)
Telephone
Transfer agent and filing fees
Travel
Total expenses
Net loss and comprehensive loss	)	)	)	)
Net loss per share, basic and diluted
Weighted average number of shares outstanding, basic and diluted

All values are in US Dollars.

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

| F-2 |

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QUEST

WATER GLOBAL, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

(Expressed in US dollars)

(unaudited – prepared by management)

	Preferred<br> stock			Common<br> stock			Additional paid-in	Common<br> stock
	Number		Amount	Number		Amount	capital	issuable	Deficit		Total
Balance, December 31, 2020		2			85,164,569					)		)
Net<br> loss for the period		–			–					)		)
Balance, March 31, 2021		2			85,164,569					)		)
Net<br> loss for the period		–			–					)		)
Balance, June 30, 2021		2			85,164,569					)		)
Net<br> loss for the period		–			–					)		)
Balance, September 30,<br> 2021		2			85,164,569					)		)
Balance, December 31, 2019		2			85,164,569					)		)
Net<br> loss for the period		–			–					)		)
Balance, March 31, 2020		2			85,164,569					)		)
Net<br> loss for the period		–			–					)		)
Balance, June 30, 2020		2			85,164,569					)		)
Net<br> loss for the period		–			–					)		)
Balance, September 30,<br> 2020		2			85,164,569					)		)

All values are in US Dollars.

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

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QUEST

WATER GLOBAL, INC.

Condensed Consolidated Statements of Cash Flows

(Expressed in US dollars)

(unaudited – prepared by management)



Operating Activities:
Net loss for the period	)	)
Changes in operating assets and liabilities:
Unbilled costs		)
Prepaid expenses	)
Accounts payable and accrued liabilities	)
Due to related company	)
Due to related parties
Net cash used in operating activities	)	)
Change in cash	)	)
Cash, beginning of period
Cash, end of period
Supplemental disclosures:
Interest paid
Income tax paid

All values are in US Dollars.

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

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QUEST

WATER GLOBAL, INC.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2021

(Expressed in US dollars)

(unaudited – prepared by management))

1.	Nature<br> 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.

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.

These

consolidated 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, 2021, the Company has a working capital deficiency of $3,746,749 of which $3,494,554 is owed to the two principal shareholders (Note 4), and an accumulated deficit of $10,112,388. 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 is in the process of arranging 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<br> of Significant Accounting Policies
(a)	Basis<br> of Presentation and Principles of Consolidation
---	---

These consolidated 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 consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary Quest Water Solutions, Inc. (“Quest Nevada”), a company incorporated under the laws of the State of Nevada, Quest Nevada’s wholly-owned subsidiary, Quest Water Solutions Inc., a company incorporated under the laws of the Province of British Columbia, Canada, and its wholly-owned subsidiary, Heliosource, Inc., a company incorporated under the laws of the State of Nevada. All inter-company balances and transactions have been eliminated on consolidation.

(b)	Interim<br> Financial Statements

The accompanying condensed consolidated 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, 2020. In the opinion of management, the accompanying condensed consolidated 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<br> 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.

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QUEST

WATER GLOBAL, INC.

Notes to the Condensed Consolidated Financial Statements

Nine Months Ended September 30, 2021

(Expressed in US dollars)

(unaudited – prepared by management))

2.	Summary<br> of Significant Accounting Policies (continued)
(c)	Foreign<br> Currency Translation (continued)
---	---

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<br> 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<br> in and Due to Related Company

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. In the year ended December 31, 2019, AQUAtap had a loss of $1,000 and the Company recorded a charge to its operation of $380. There have been no charges to operation in the nine-month period ended September 30, 2021 or the year ended December 31, 2020.

As

at December 31, 2020, AQUAtap had issued a sales order and advanced $183,964 (2019 - $174,051) to the Company in order to assist in the financing of the construction and delivery certain of the Company’s products. The advances are non-interest bearing and due on demand. During the period ended September 30, 2021, the Company completed its first product sale and $150,000 was recorded that was charged to the liability, leaving a balance owing of $33,964.

4.	Convertible<br> Notes Payable
(a)	On<br> May 9, 2012, the Company received proceeds of $150,000 and issued a convertible note which<br> is non-interest bearing, unsecured, and was due on May 9, 2014. The unpaid amount can be<br> converted at any time at the holder’s option at $0.50 per share of common stock, which<br> must not be less than $25,000 of unpaid principal.
---	---
(b)	On<br> July 30, 2012, the Company received proceeds of $25,000 and issued a convertible note which<br> is non-interest bearing, unsecured, and was due on July 30, 2014. The unpaid amount can be<br> converted at any time at the holder’s option at $0.50 per share of common stock.
---	---
5.	Related Party Transactions
---	---
(a)	As<br> at September 30, 2021, a total of $1,625,457 (December 31, 2020 - $1,420,762) is owed to<br> the President of the Company, which is non-interest bearing, unsecured, and due on demand.
---	---
(b)	As<br> at September 30, 2021, a total of $1,869,097 (December 31, 2020 - $1,684,043) is owed to<br> the Vice President of the Company, which is non-interest bearing, unsecured, and due on demand.
---	---
(c)	For<br> the nine months ended September 30, 2021, the Company incurred a total of $322,500 (2020<br> - $307,500) in management fees to the President and the Vice President of the Company.
---	---
(d)	For<br> the nine months ended September 30, 2021, the Company incurred $15,750 (2020 - $15,750) in<br> rent to the Vice President of the Company.
---	---
6.	Subsequent Events
---	---

On November 15, 2021, the Company entered

into a memorandum of understanding (“MOU”) with Pathogen Detection Systems, Inc. (“PDSI”), an Ontario corporation and the owner of TECTA solution, a United States Environmental Protection Agency approved microbiological water quality monitoring system. Under the terms of the MOU, the two companies will work together with the goal of having PDSI become the exclusive microbiological monitoring provider for all AQUAtap installations world-wide. At the same time, the Company agreed to purchase from PDSI, five TectraTM microbiological test instruments for $9,500. One additional instrument was subsequently purchased for $1.

On December 31, 2021, the creditors owning the convertible notes described in Note 4 agreed to cancel the outstanding debt owing to them and fully and irrevocably discharged the Company from any and all obligations associated with these debts.

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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, 2021. 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.

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Item2. 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 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.

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 AQUAtap^TM^ 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.

CorporateHistory and Background

We were incorporated under the laws of Delaware on February 25, 2010. From our inception until the closing of the Share Exchange, we sought to provide dental and other medical professionals with turn-key marketing solutions to generate referrals from existing clients and new business from the general public through our wholly owned subsidiary RPM Dental Systems, LLC (“RPM Kentucky”). RPM Kentucky was formed on September 15, 2009, under the laws of the Commonwealth of Kentucky, and we acquired RPM Kentucky on March 23, 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. Prior to 2021, Quest NV had not generated any revenues since its inception.

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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 and John Balanko and Peter Miele became our principal stockholders. 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.

In connection with and effective upon the closing of the Share Exchange, Josh Morita, our former President, Chief Executive Officer, director and principal stockholder, and Dr. Laura Sloan, our former director, resigned as members of our Board of Directors and Mr. Morita resigned as our sole officer. Also effective upon the closing of the Share Exchange, John Balanko and Peter Miele were appointed to fill the vacancies on our Board of Directors created by the resignations of Mr. Morita and Ms. Sloan. In addition, our Board of Directors appointed Mr. Balanko as our President and Chief Executive Officer and Mr. Miele as our Vice President and Secretary, all effective upon the closing of the Share Exchange. On April 13, 2012, we also appointed Mr. Miele as our Chief Financial Officer.

As a result of our acquisition of Quest NV, Quest NV became our wholly owned subsidiary and we assumed the business and operations of Quest NV. We then changed our name from RPM Dental, Inc. to Quest Water Global, Inc. to more accurately reflect our new business operations.

AQUAtap Entities

In July 2021, we incorporated a new operating subsidiary, AQUAtap Global, Inc., a Wyoming corporation, that subsequently established a wholly owned subsidiary, AQUAtap Global Investments Inc., a British Columbia, Canada corporation, in November 2021. Through these entities, 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. The AQUAtap entities, together with their strategic global partners, plan 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.

BusinessOverview

We provide sustainable and environmentally sound solutions to water scarce regions. 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 turn-key solutions using alternative energy for the purification, desalination and distribution of clean drinking water.

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We have developed a proprietary AQUAtap™ Community Water Purification and Distribution System consisting of a self-contained water purification system using either a reverse osmosis membrane or ultrafiltration membrane, powered by photovoltaic solar panels and hosted in modified shipping containers. Each unit is energy self-sufficient with minimal operational and maintenance costs. We believe that this product represents the first truly environmentally sound solution to drinking water shortages as it is autonomous, decentralized and sustainable, and because each unit is capable of converting brackish, sea or contaminated surface water into high quality drinking water at a rate of up to 100,000 litres per day.

In addition to the solar-powered water purification systems, we have also developed a technology known as WEPS^TM^ that produces potable water from humidity in the atmosphere. WEPS^TM^ technology works by converting humidity into water, otherwise known as atmospheric water extraction.

Resultsof Operations

For the Three Months Ended September 30, 2021

Revenue

We generated $790 in revenue during the three months ended September 30, 2021, whereas we did not generate any revenue during the same period in the prior year. The revenue was offset by $1,050 in cost of goods sold, for a gross margin of $(260). 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, 2021, we incurred $131,031 in total expenses, including $107,500 in management fees, $8,884 in professional fees, $6,487 in transfer agent and filing fees, $5,250 in rent, $2,307 in automotive expenses, $771 in consulting fees and $712 in telephone expenses, as offset by an $880 office and miscellaneous expense recovery. During the same period in the prior year, we incurred $116,006 in total expenses, including $102,500 in management fees, $5,640 office and miscellaneous expenses, $5,250 in rent, $1,611 in automotive expenses, $722 in telephone expenses $146 in transfer agent and filing fees and $137 in advertising and promotion expenses. Except for the minor increases in our professional fees and transfer agent and filing fees, our expenses were relatively consistent between the two periods.

NetLoss

During the three months ended September 30, 2021, we incurred a net loss of $131,291, whereas we incurred a net loss of $116,006 during the same period in the prior year. We did not experience any net loss per share during the three months ended September 30, 2021 or 2020.

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For the Nine Months Ended September 30, 2021

Revenue

We generated $150,790 in revenue during the nine months ended September 30, 2021, whereas we did not generate any revenue during the same period in the prior year. Substantially all of the revenue was attributable to a sales order and advance payment from AQUAtap Oasis Partnership S.A.R.L., and was offset by $113,774 in cost of goods sold, for a gross margin of $37,016. Notwithstanding the foregoing, 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, 2021, we incurred $368,214 in total expenses, including $322,500 in management fees, $15,750 in rent, $9,271 in professional fees, $7,119 in transfer agent and filing fees, $7,111 in automotive expenses, $3,342 in office and miscellaneous expenses, $2,350 in telephone expenses and $771 in consulting fees. During the same period in the prior year, we incurred $346,490 in total expenses, including $307,500 in management fees, $15,750 in rent, $6,034 in automotive expenses, $7,781 in office and miscellaneous expenses, $3,006 in travel expenses, $2,528 in professional fees, $1,995 in transfer agent and filing fees, $1,423 in telephone expenses and $473 in advertising and promotion expenses. Our expenses were therefore relatively consistent between the two periods.

NetLoss

During the nine months ended September 30, 2021, we incurred a net loss of $331,198, whereas we incurred a net loss of $346,490 during the same period in the prior year. We did not experience any net loss per share during the nine months ended September 30, 2021 or 2020

Liquidityand Capital Resources

As of September 30, 2021, we had $4,284 in cash, $19,045 in total assets, $3,758,574 in total liabilities and a working capital deficiency of $3,746,749. As of that date, we also had an accumulated deficit of $10,112,388.

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, 2022.

During the nine months ended September 30, 2021, we spent $431 in net cash on operating activities, compared to $50,160 in net cash spending on operating activities during the same period in the prior year. The significant decrease in our net cash spending on operating activities during the nine months ended September 30, 2021 was primarily attributable to the decrease in our net loss as described above, as well as certain changes in our operating assets and liabilities, notably the “due to related company” and “unbilled costs” balances.

We did not spend or receive any cash in respect of investing activities or financing activities during the nine months ended September 30, 2021 or 2020.

During the nine months ended September 30, 2021, our cash decreased by $431 as a result of our operating activities, from $4,715 to $4,284. As of September 30, 2021, we did not have sufficient cash resources to meet our operating expenses for the next month based on our then-current burn rate.

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Planof 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^TM^ Community Water Purification & Distribution systems as well as the employment of our WEPS^TM^ 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 not presently contacting broker/dealers in Canada and elsewhere regarding possible financing arrangements, but we intend to initiate such contact once the current cease trade order in effect against us in the Province of British Columbia, Canada has been revoked. Regardless, 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
Management fees
Consulting fees
Professional fees
Rent
Advertising and promotion expenses
Travel and automotive expenses
Other general and administrative expenses
Total

All values are in US Dollars.

GoingConcern

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, 2021, we had a working capital deficiency of $3,746,749 and an accumulated deficit of $10,112,388. 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.

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Off-BalanceSheet 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.

CriticalAccounting Policies

We have identified certain accounting policies, described below, that are important to the portrayal of our current financial condition and results of operations.

Basisof Presentation and Consolidation

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

ForeignCurrency Translation

Item3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item4. Controls and Procedures

DisclosureControls 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.

InternalControl 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, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART

II – OTHER INFORMATION

Item1. 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.

Item1A. Risk Factors

Not applicable.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information

None.

Item6. Exhibits

The following documents are filed as a part of this quarterly report.

Exhibit Number	Description of Exhibit
31.1	Certification<br> 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<br> to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification<br> 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<br> to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification<br> 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<br> 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.<br> INS	Inline<br> XBRL Instance Document
101.<br> SCH	Inline<br> XBRL Taxonomy Extension Schema
101.<br> CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase
101.<br> DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase
101.<br> LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase
101.<br> PRE	Inline<br> XBRL Taxonomy Presentation Linkbase
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date:<br> March 11, 2022	QUEST WATER GLOBAL, INC.
	By:	/s/ John Balanko
		John<br> Balanko
		Chairman,<br> President, Chief Executive Officer, Director

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Exhibit31.1

Certificationof 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<br> have reviewed this quarterly report on Form 10-Q of Quest Water Global, Inc. (the “Registrant”);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary in order to make the statements made, in light of<br> the circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
---	---
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the Registrant, as of, and for, the periods presented in this report;
---	---
4.	The<br> Registrant’s other certifying officer(s) and I are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br> Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
---	---
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> Registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated<br> the effectiveness of the Registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed<br> in this report any change in the Registrant’s internal control over financial reporting<br> that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect the Registrant’s internal control over financial<br> reporting; and
---	---
5.	The<br> Registrant’s other certifying officer(s) and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the Registrant’s auditors<br> and the audit committee of the Registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the Registrant’s<br> ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the Registrant’s internal control over financial reporting.
---	---

Dated: March 11, 2022

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

Exhibit31.2

Certificationof 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<br> have reviewed this quarterly report on Form 10-Q of Quest Water Global, Inc. (the “Registrant”);
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or<br> omit to state a material fact necessary in order to make the statements made, in light of<br> the circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report;
---	---
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this<br> report, fairly present in all material respects the financial condition, results of operations<br> and cash flows of the Registrant, as of, and for, the periods presented in this report;
---	---
4.	The<br> Registrant’s other certifying officer(s) and I are responsible for establishing and<br> maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)<br> and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act<br> Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
---	---
(a)	Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to the<br> Registrant, including its consolidated subsidiaries, is made known to us by others within<br> those entities, particularly during the period in which this report is being prepared;
---	---
(b)	Designed<br> such internal control over financial reporting, or caused such internal control over financial<br> reporting to be designed under our supervision, to provide reasonable assurance regarding<br> the reliability of financial reporting and the preparation of financial statements for external<br> purposes in accordance with generally accepted accounting principles;
---	---
(c)	Evaluated<br> the effectiveness of the Registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and procedures,<br> as of the end of the period covered by this report based on such evaluation; and
---	---
(d)	Disclosed<br> in this report any change in the Registrant’s internal control over financial reporting<br> that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect the Registrant’s internal control over financial<br> reporting; and
---	---
5.	The<br> Registrant’s other certifying officer(s) and I have disclosed, based on our most recent<br> evaluation of internal control over financial reporting, to the Registrant’s auditors<br> and the audit committee of the Registrant’s board of directors (or persons performing<br> the equivalent functions):
---	---
(a)	All<br> significant deficiencies and material weaknesses in the design or operation of internal control<br> over financial reporting which are reasonably likely to adversely affect the Registrant’s<br> ability to record, process, summarize and report financial information; and
---	---
(b)	Any<br> fraud, whether or not material, that involves management or other employees who have a significant<br> role in the Registrant’s internal control over financial reporting.
---	---

Dated: March 11, 2022

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

Exhibit32.1

Certificationof 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, 2021 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<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Registrant.
---	---

Dated: March 11, 2022

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

Exhibit32.2

Certificationof 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, 2021 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<br> Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange<br> Act of 1934; and
2.	The<br> information contained in the Report fairly presents, in all material respects, the financial<br> condition and results of operations of the Registrant.
---	---

Dated: March 11, 2022

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