- Amended Annual Report (10-K/A)
19 Abril 2012 - 5:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31,
2011
or
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________
to________________
Commission file number
333-168895
QUEST WATER GLOBAL, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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27-1994359
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer Identification No.)
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2030 Marine Drive, Suite 302
North Vancouver, British Columbia,
Canada
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V7P 1V7
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(Address of principal executive offices)
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(Zip Code)
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(
604) 986-2219
(Registrant’s telephone number, including
area code)
Securities registered pursuant to Section 12(b)
of the Act:
None
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N/A
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Title of each class
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Name of each exchange on which registered
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Securities registered pursuant to Section 12(g)
of the Act:
None
(Title of class)
Indicate by check mark if the registrant is
a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ]
No [X]
Indicate by check mark if the registrant is
not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ]
No [X]
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 (§229.405 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 if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [X]
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Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ]
No [X]
State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed
second fiscal quarter.
$30,500 as of June 30, 2011
Indicate the number of shares outstanding of
each of the registrant’s classes of common stock, as of the latest practicable date.
84,577,860 as of April 16, 2012
List hereunder the following documents if incorporated
by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual
report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c)
under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1980).
None
EXPLANATORY NOTE
This Amendment No. 1 to the annual report
of Quest Water Global, Inc. (the “Company”), amends the Company’s annual report for the year ended December 31,
2011 (the “Original Filing”), which was filed with the Securities and Exchange Commission (the “SEC”) on
April 16, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101.
No other changes have been made to the
Original Filing. This amended annual report continues to speak as of the filing date of the Original Filing, does not reflect events
that may have occurred subsequent to the filing date of the Original Filing, and does not modify or update any related disclosures
made in the Original Filing.
EXHIBIT INDEX
Exhibit
Number
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Description of Exhibit
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2.1
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Share Exchange Agreement dated January 6, 2012 with Josh Morita, Quest Water Solutions Inc. and the shareholders of Quest Water Solutions Inc. (1)
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3.1
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Articles of Incorporation (2)
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3.2
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Bylaws (2)
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3.3
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Certificate of Designation for Series A Voting Preferred Stock (1)
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10.1
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Agreement of Sale dated January 6, 2012 with Josh Morita (1)
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10.2
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Subscription Agreement dated January 6, 2012 (1)
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10.3
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Form of Warrant dated January 6, 2012 (1)
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10.4
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Registration Rights Agreement dated January 6, 2012 (1)
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10.5
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Form of Lock-Up Agreement dated January 6, 2012 (1)
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10.6(a)
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Lock-Up/Leak Out Agreement with John Balanko dated January 6, 2012 (1)
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10.6(b)
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Lock-Up/Leak Out Agreement with Peter Miele dated January 6, 2012 (1)
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10.7
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Management Agreement with John Balanko dated November 1, 2011 (1)
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10.8
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Management Agreement with Peter Miele dated November 1, 2011 (1)
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10.9
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Global Cooperation Partner Agreement between Quest Water Solutions Inc. and Trunz Water Systems AG, dated June 29, 2011 (1)
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31.1
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Certification of the Chief Executive Officer pursuant to
Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (3)
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31.2
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Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (3)
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32.1
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
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32.2
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Certification of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3)
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99.1
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Audit Committee Charter (3)
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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(1)
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Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on January 10, 2012.
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(2)
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Incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the SEC on August 17, 2010.
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(3)
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Incorporated by reference from the Company’s
Annual Report on Form 10-K filed with the SEC
on April 16, 2012.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: April 18, 2012
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QUEST WATER GLOBAL INC.
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By:
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/s/ John Balanko
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John Balanko
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Chairman, President, Chief Executive Officer, Director
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
SIGNATURE
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TITLE
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DATE
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/s/ John Balanko
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Chairman, President, Chief Executive Officer,
Director
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April 18, 2012
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John Balanko
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/s/ Peter Miele
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Vice President, Chief Financial Officer, Secretary,
Director
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April 18, 2012
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Peter Miele
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Quest Water Global (PK) (USOTC:QWTR)
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