Item 5.07 Submission of Matters to a Vote of Security Holders

On July 21, 2022, the holders of a majority of the issued and outstanding capital stock of Quest Water Global, Inc. (the "Company") approved an increase in the Company's authorized capital from 95,000,000 shares of common stock, par value $0.00001 per share, to 500,000,000 shares of common stock, par value $0.00001 per share (the "Authorized Capital Increase"). On the same date, the Company formally completed the Authorized Capital Increase by filing a Certificate of Amendment with the Delaware Secretary of State, a copy of which is included as Exhibit 3.5 to this current report on Form 8-K.

The Authorized Capital Increase did not affect the terms of the Company's preferred stock, $0.000001 par value per share, 5,000,000 shares of which remain authorized for issuance under the Company's certificate of incorporation, as amended.

On July 22, 2022, the Company entered into debt conversion agreements with John Balanko, the Chairman, President, Chief Executive Officer and a director of the Company, and Peter Miele, the Vice President, Chief Financial Officer, Secretary and a director of the Company, pursuant to which each of Mr. Balanko and Mr. Miele converted $1,519,000 in debt for accrued, unpaid management fees between April 9, 2014 and June 30, 2022, into 23,369,230 shares of the Company's common stock at a price of $0.065 per share, being the closing price of the Company's common stock on OTC Markets on that date.

The Company issued the 46,738,460 shares to Mr. Balanko and Mr. Miele in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 903 of Regulation S under the Securities Act. The Company's reliance on Section 4(a)(2) was based on the fact that the issuance to Mr. Balanko did not involve a "public offering" and he provided representations to the Company that he acquired the shares for investment purposes and not with a view to any resale, distribution or other disposition in violation of United States securities laws or applicable state securities laws. The Company's reliance on Rule 903 of Regulation S was based on the fact that the issuance to Mr. Miele occurred in an "offshore transaction", as that term is defined in Rule 902(h) of Regulation S. The Company did not engage in any directed selling efforts in the United States in connection with the issuance of these shares, and Mr. Miele is not a U.S. person and did not acquire the shares for the account or benefit of any U.S. person.

Item 9.01 Financial Statements and Exhibits





Exhibit
Number    Exhibit Description
  3.5       Certificate of Amendment filed with the Delaware Secretary of State on
          July 21, 2022
  104     Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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