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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 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 000-56480

 QUEST

 (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)

 Registrant's
telephone number, including area code ( 888) 897-5536

 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

 Securities
registered pursuant to Section 12(g) of the Act:

stock, $0.000001 par value

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes No

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

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 such files). Yes No

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.

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"
and "smaller reporting 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 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. $ 933,755.95, based on 44,464,569 shares of common stock and a price per share of $0.021
as of June 30, 2023

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. 131,903,029
as of April 15, 2024

 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

 PRESENTATION
OF INFORMATION

 As
used in this annual report, the terms "we", "us", "our" and the "Company" mean Quest
Water Global, Inc. and its consolidated subsidiaries, unless otherwise indicated.

 This
annual report includes our audited consolidated financial statements as at and for the years ended December 31, 2023 and 2022. These
financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("US GAAP").
All financial information in this annual report is presented in U.S. dollars, unless otherwise indicated, and should be read in conjunction
with our audited consolidated financial statements and the notes thereto included in this annual 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
annual report, any supplement to this annual report, and any documents incorporated by reference in this annual report, include "forward-looking
statements". To the extent that the information presented in this annual 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. These include, among others, the risks and uncertainties outlined under the "Business"
and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of this annual
report, many of which are beyond our control.

 These
forward-looking statements include, but are not limited to, the following:

 statements
 contained in Item 7 and the notes to our audited consolidated financial statements concerning
 our results of operations, financial condition and our ability to finance our business;

 statements
 contained in Item 1 concerning our products, operations and compliance with applicable laws;
 and

 statements
 throughout this annual report concerning our legal structure, the regulation of our business
 and the market for our common stock.

 Factors
that could cause actual results to differ materially include, but are not limited to the following:

 risks
 related to government regulations and approvals of our products;

 our
 need for additional capital to pursue our plan of operations;

 our
 dependence on key personnel; and

 our
 ability to compete effectively with competitors that have greater financial, marketing and
 other resources.

 The
forward-looking statements made in this annual 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 annual report and the documents that we reference in this annual 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.

 Other
sections of this annual report include additional factors which could adversely impact our business and financial performance. Moreover,
we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management
to predict all risk factors and uncertainties. We cannot assess the impact of all factors on our business or the extent to which any
factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 TABLE
OF CONTENTS

 PART
 I

 Item
 1. Business

 Item
 1A. Risk Factors

 Item
 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item
 2. Properties

 Item
 3. Legal Proceedings

 Item
 4. Mine Safety Disclosures

 PART
 II

 Item
 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6. [Reserved]

 Item
 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item
 8. Financial Statements and Supplementary Data

 Item
 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A. Controls and Procedures

 Item
 9B. Other Information

 Item
 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10. Directors, Executive Officers and Corporate Governance

 Item
 11. Executive Compensation

 Item
 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13. Certain Relationships and Related Transactions, and Director Independence

 Item
 14. Principal Accounting Fees and Services

 PART
 IV

 Item
 15. Exhibits and Financial Statement Schedules

 Item
 16. Form 10-K Summary

 SIGNATURES

 PART
I

 Item
1. Business

 Business
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"), Angola and South Africa.

 Our
Corporate History 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.

 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
Global

 In
July 2021, we incorporated a new operating subsidiary, AQUAtap Global, Inc., a Wyoming corporation ("AQUAtap"). Through AQUAtap,
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 separate partnerships in each country in which it operates and engage experienced local individuals and organizations
for operational expertise. We anticipate that this will enable these 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.

 Industry
Overview

 Water
is the single most important economic input to the global economy, and more specifically, to individual enterprises. The disparity between
supply and demand for clean water is an inexorable problem; yet the relentless international demand for its uninterrupted supply makes
water by far the most stable of all global commodities.

 Safe
water and the prevention of waterborne disease are public health priorities in most developed countries, where clean water generally
is available for about one-third of the world's population. However, water-related human health problems in developing countries
are daunting. Global estimates of the population in developing countries that lack access to safe drinking water range from 1.6 to 2.2
billion. UN-Water estimates that about 1.6 billion people face 'economic' water scarcity, which means that while water may
be physically available, they lack the necessary infrastructure to access it.

 The
consequences of lack of safe water are severe. The United Nations' World Health Organization claims that contaminated drinking
water is estimated to cause 485,000 diarrhoeal deaths each year with 297,000 of those being children under five years of age. By 2025,
half of the world's population will likely be living in water-stressed areas. Most of this increase is expected to be within developing
countries, increasing pressure on already inadequate water resources.

 Products
and Markets

 We
focus on the manufacture and sale of two products: our AQUAtap TM Community Water Purification and Distribution system and
our WEPS TM (atmospheric Water Extraction and Purification System). Our AQUAtap TM system is an autonomous, decentralized,
self-contained, solar-powered water purification and distribution system, while our WEPS TM is a unique, proprietary water
extraction and purification system that produces clean drinking water from humidity in the atmosphere. We believe that our products can
provide the world's growing population with access to safe, clean and reliable drinking water, with a primary focus in water-scarce
regions.

 As
described above, we have focused our activities to date on North America, Latin America, the Caribbean and Africa, with emphasis on the
DRC, Angola and South Africa. There is a vast and increasing demand for a sustainable, cost-effective and decentralized continuous, reliable
supply of clean drinking water. We provide clean drinking water to end-users utilizing various formats of our water purification and
distribution systems that include selling drinking water to underserved communities at socially responsible rates, selling inexpensive
bulk drinking water, and providing government-subsidized community level drinking water. Applications of our systems include rural and
peri-urban community water supply, water supply for household needs, remote work site camps and water supply for disaster relief and
emergency preparedness

 AQUAtap TM
 Community Water Purification & Distribution System

 We
have developed the AQUAtap TM, a proprietary community drinking water system that is 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 AQUAtap TM 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 can convert brackish, sea or contaminated fresh water into high-quality drinking water at a rate
of up to 100,000 litres per day, suitable for up to 20,000 people. Reverse osmosis and ultrafiltration purification remove suspended
solids, turbidity, viruses, bacteria and most organic compounds.

 The
AQUAtap TM system uses no chemicals in the pre- or post-purification process of the freshwater system that utilizes ultrafiltration
membranes, keeping maintenance time and costs to a minimum. The source water is pumped from a contaminated or saline source into an array
of auto backflushing sediment filters, through various auto backflushing pre-filters, then through either a reverse osmosis membrane
(in the event the source water contains salinity levels >15,000 parts per million) or an ultrafiltration membrane (for contaminated
freshwater). The purified water is then pumped through an ultraviolet sterilization unit prior to being pumped into one of two internal
clean water holding tanks, then through a second ultraviolet sterilization unit prior to being dispensed by the end user. The pumps and
compressors are powered by a series of batteries that are charged through photovoltaic panels that are mounted on a solar frame on the
roof of the AQUAtap TM.

 Our
target market for this product includes non-governmental organizations, governmental agencies, land developers, emergency management
and disaster preparedness organizations, and underserved rural and peri-urban communities in emerging markets and developed countries.

 WEPS TM
 (Water Extraction and Purification System)

 In
addition to the AQUAtap TM solar-powered water purification system, we have also developed a technology known as WEPS TM
 (atmospheric Water Extraction and Purification System), that produces potable water from humidity in the atmosphere. The WEPS TM
 technology works by converting humidity into water, otherwise known as atmospheric water extraction. The unit draws in ambient
air from the surrounding atmosphere, which passes through an air filtration system to remove any airborne contaminants. The filtered
air then passes through the proprietary water extraction system, which efficiently removes moisture (condensate). The condensate is then
sent through a multi-step water filtration and purification process. The result is contaminant- and bacteria-free, pure drinking water.

 The
design of the WEPS TM system incorporates elements of proven technology combined with our proprietary process, specifically
designed to meet the climatic conditions and local regulatory framework of the installation site. The concept behind WEPS TM
is to obtain an alternative, sustainable, pure source of water without exploiting current, limited groundwater resources. Utilizing our
proprietary technology, vapor is captured from the troposphere before it condenses, falls to earth in the form of rain or snow and becomes
contaminated as it comes in to contact with industrial waste and chemicals, agricultural pollutants and human contaminants.

 Our
target market for this product includes commercial bottled water operations, agricultural irrigation, industrial capture and reuse, and
bulk local and residential supply. The WEPS TM systems are modular and scalable in design, allowing for water production from
a few hundred litres to tens of thousands of litres per day.

 Development
of Business and Growth Strategy

 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. As of the date of this
annual report, our primacy focus is on forming partnerships on a global scale and establishing clean water initiatives using our AQUAtap TM
 Community Water Purification & Distribution systems.

 In
early 2012, we installed our first AQUAtap TM Community Water Purification & Distribution system in the Republic of Angola
as a pilot project in association with the Angolan Ministry of Industry, which was responsible for the technical assessment and evaluation
of all new water technologies intended for use under the 'Water for All' program initiated by then-President Dos Santos.
The system was installed in Bom Jesus, a small, rural community with a population of 500 located approximately 35 kilometres southeast
of the capital city of Luanda. The Bom Jesus AQUAtap TM system became operational in on March 1, 2012, with residents of the
village initially drawing approximately 10,000 litres of pure water a day. This was considered a successful pilot and paved the way for
future business within Africa.

 On
June 10, 2019, Quest NV entered into a collaborative partnership with Dikembe Mutombo's American Venture Mergers & Acquisitions,
LLC (Atlanta, GA) and Kalo Products SARL (Kinshasa, DRC), for the purpose of commencing a profitable safe water initiative in the DRC
utilizing Quest NV's proprietary Build-Own-Operate community business model. In September 2019, the parties organized the AQUAtap TM
 Oasis Partnership SARL in the DRC (the "AQUAtap TM Partnership") in furtherance of that purpose.

 Phase
one plans for the DRC include the installation of 500 AQUAtap TM systems over 5 years in underserved rural and peri-urban communities
throughout the country. The first AQUAtap TM system was installed in a peri-urban community on the outskirts of the capital
city of Kinshasa on March 22, 2021 – the UN's World Water Day. Clean, reliable water is sold to residents at socially responsible
prices through one of multiple cashless point of sale interfaces installed into each AQUAtap TM system.

 In
keeping with our long-term growth strategy, we are planning to replicate the same business model that is currently being utilized in
the DRC in several other countries within Africa, Latin America and the Caribbean.

 Our
secondary business objective in addressing the vital issue of water supply is through the sales and marketing of our WEPS TM
products. We currently have representatives for this product in Haiti and South Africa and a distributor in Bogota, Colombia.

 WEPS TM
 provides an alternate, pure source of water without exploiting current freshwater resources. In addition to creating a sustainable
and reliable water source, other factors that differentiate the WEPS TM process from conventional water supply methods include
low power consumption, no harmful by-products and the fact that absolutely no chemicals are utilized in the process.

 Proprietary
Build-Own-Operate Community Business Model

 As
described above, we have developed an inclusive, Build-Own-Operate community business model that has the greatest potential capacity
to create 'shared value' for both business and society. Our model gives us the ability to effectively collaborate and partner
with governments and both local and international organizations to establish self-serve water vending to underserved, marginalized rural
and peri-urban communities. The model implements data capture, monitoring and fully transparent accountability of business and financial
operations to measure performance to specific success metrics. Local personnel will be hired in each country to install, operate, maintain
and service the AQUAtap systems, facilitating further impact and socioeconomic benefits. We anticipate that the advantages
arising from our decentralized, holistic and impactful approach will in turn create resilient communities.

 Suppliers

 Many
of the components we use in our products are readily available from multiple world-wide manufacturers. We currently use specific suppliers
for certain proprietary components and technologies, including Aquamat SA, Pure Aqua, Inc., Master Water Conditioning Corporation, Susteq
B.V. and UV Pure Technologies Inc.

 Competition

 We
have identified the need to supply clean drinking water to rural and peri-urban communities in emerging markets by providing economically
viable, decentralized, turnkey solutions. We believe this is a good opportunity for us to take advantage of a very specific, targeted
market by providing solar-powered, fully-autonomous water purification and distribution systems to populated areas where clean water
is scarce.

 This
is a far different market than that addressed by a large segment of the industry which has concentrated on the multi-billion dollar municipal
water treatment sector, or the equally large residential sector. The municipal solution requires significant investment for infrastructure
development, for example, building water purification plants and laying miles of distribution pipes. Products for residential markets
do not offer the performance or features to meet the needs of the first response market or the needs of the underserved communities in
emerging markets.

 We
have identified several organizations that provide clean drinking water to communities in emerging markets, including WaterHealth International,
Safe Water Network, Charity: Water, Water.org, WaterAid America Inc. and One Drop Foundation. We believe that we have the following competitive
advantages as compared to our competitors:

 Only
 two of the organizations listed above sell the water to the population, making their offering
 truly sustainable and similar to that of our company's business model. The other competitors
 must rely upon charitable donations.

 The
 AQUAtap system not only purifies and stores the produced water, but also contains
 a distribution point for the end user. Most of our competitors use either an unsophisticated
 purification process or none at all.

 The
 AQUAtap system is configurable to the source water, thereby providing the option of
 either a reverse osmosis membrane (in the event of saline or brackish source water) or an
 ultrafiltration membrane (in the event of contaminated fresh source water). Most of the competitors
 listed above either use no source of purification or are limited in their offering.

 The
 AQUAtap system has higher qualities as compared to our competitors' for the
 specific markets that we are pursuing. For example, several of our competitors rely on wells
 and boreholes, pumping the water to the surface with very little in the way of purification.
 And of those that do purify the water, most do not use reverse osmosis membranes for brackish
 or seawater desalination. They also operate from grid or generator power and do not offer
 solar power as an option, further rendering their systems unsuitable.

 The
markets in which we intend to operate are highly competitive with respect to performance, quality and price of the water. We anticipate
that we will directly compete with some of those competitors identified above, as well as with other local, regional and water treatment
service and equipment providers. In the future, we may face further competition from new market entrants and possible alliances between
existing competitors. Some of our competitors have, or may have, greater financial, marketing and other resources. As a result, competitors
may be able to respond more quickly to new or emerging trends and changes in technology, benefit from greater purchasing economies, offer
more aggressive pricing to customers or devote greater resources to the promotion of their products than we are capable of accomplishing.
There can be no assurance that we will be able to successfully compete in the future with such competitors. The failure to successfully
compete could have an adverse effect on our operating results.

 Intellectual
Property

 On
June 18, 2013, the United States Patent and Trademark Office registered the trademark for our AQUAtap system.

 Employees

 We
currently have two full time employees and nine independent contractors working with us. From time to time, we may hire additional workers
on a contract basis as the need arises.

 Item
1A. Risk Factors

 Not
required.

 Item
1B. Unresolved Staff Comments

 Not
applicable.

 Item
1C. Cybersecurity

 We
have processes for assessing, identifying and managing material risks from cybersecurity threats. These processes are integrated into
our overall risk management systems, as overseen by our board of directors. These processes also include overseeing and identifying risks
from cybersecurity threats associated with the use of third-party service providers. We conduct security assessments of certain third-party
providers before engagement and have established monitoring procedures in our effort to mitigate risks related to data breaches or other
security incidents originating from third parties. We have a third-party consultant who, from time to time, evaluates any potential cybersecurity
risks on our behalf.

 Item
2. Properties

 Our
principal executive office is located at Suite 209 – 828 Harbourside Drive, North Vancouver, British Columbia, Canada, for
which we do not pay any rent. In addition, we previously rented office space from our Vice President on a month-to-month basis at a
cost of $1,750 per month, which arrangement was terminated as of December 31, 2023. We believe that our current office is
generally suitable to meet our needs for the foreseeable future; however, we will continue to seek additional space as needed to
satisfy our growth.

 Item
3. 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
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
common stock was originally approved for quotation on the OTC Bulletin Board under the symbol "RPMD". Effective March 9,
2012, our symbol changed from "RPMD" to "QWTR" in connection with our name change from RPM Dental, Inc. to Quest
Water Global, Inc. and the Forward Split. Our August 24, 2012, our common stock was deleted from the OTC Bulletin Board and it is now
quoted exclusively on the OTC Pink tier of OTC Markets.

 As
of April 15, 2024, there were 131,903,029 shares of our common stock issued and outstanding, plus outstanding options to purchase 10,050,000
shares of our common stock an exercise price of $0.10 per share. As of that date, we did not have any outstanding warrants or other securities
convertible into shares of our common stock.

 Of
the issued and outstanding shares of our common stock, 57,255,694 are restricted under the Securities Act. None of these restricted shares
are eligible for resale absent registration or an exemption from registration under the Securities Act.

 The
following quotations reflect the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down
or commission, and may not represent actual transactions. The high and low bid quotations of our common stock for the periods indicated
below are as follows:

 OTC
 Pink

 Quarter
 Ended

 High
 ($)

 Low
 ($)

 31, 2023

 0.0972

 0.0253

 September 30, 2023

 0.0599

 0.0134

 June 30, 2023

 0.114

 0.0116

 March 31, 2023

 0.1011

 0.023

 December 31, 2022

 0.145

 0.06

 September 30, 2022

 0.20

 0.065

 June 30, 2022

 0.14

 0.105

 March 31, 2022

 0.15

 0.10

 Holders

 As
of April 15, 2024, there were approximately 60 registered holders of record of our common stock, which does not include shares held by
brokerage clearing houses, depositories or others in unregistered form.

 Dividends

 We
have never declared or paid a cash dividend. Any future decisions regarding dividends will be made by our Board of Directors. We currently
intend to retain and use any future earnings for the development and expansion of our business and do not anticipate paying any cash
dividends in the foreseeable future. Our Board of Directors has complete discretion on whether to pay dividends. Even if our Board of
Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements
and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

 Penny
Stock

 Our
common stock is subject to provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the "penny stock
rule". Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition
of "penny stock" that is found in Rule 3a51-1 of the Exchange Act. The Securities and Exchange Commission (the "SEC")
generally defines a penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.
We are subject to the SEC's penny stock rules.

 Since
our common stock is deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice requirements
on broker-dealers who sell penny stock to persons other than established customers and accredited investors. "Accredited investors"
are generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of securities
and must have the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving
a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document prepared
by the SEC relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price
information for penny stocks held in an account and information to the limited market in penny stocks. Consequently, these rules may
restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and may affect the ability of our stockholders
to sell their shares.

 Recent
Sales of Unregistered Securities

 Except
as previously disclosed in current reports on Form 8-K, we did not issue any equity securities that were not registered under the Securities
Act during the fiscal year ended December 31, 2023.

 Purchases
of Equity Securities by the Issuer and "Affiliated Purchasers"

 We
did not purchase any shares of our common stock or other securities during the year ended December 31, 2023.

 Item
6. [Reserved]

 Item
7. 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 audited consolidated financial statements and the related notes thereto that appear elsewhere in this annual report, as well
as Item 1 and the "Presentation of Information" section that appears at the beginning of this annual report.

 Overview

 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 decentralized, turn-key solutions using alternative energy for the purification,
desalination and distribution of clean drinking water.

 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.

 Results
of Operations

 Revenue

 We
did not generate any revenue during years ended December 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

the year ended December 31, 2023, we incurred $596,013 in total expenses, including $495,000 in management fees, $31,673 in professional
fees, $20,674 in transfer agent and filing fees, $21,000 in rent, $9,021 in automotive expenses, $3,320 in telephone expenses, $14,825
in office and miscellaneous expenses, and $500 in depreciation.

the prior year, we incurred $1,191,707 in total expenses, including $629,647 in stock-based compensation expense, $450,000 in management
fees, $51,874 in professional fees, $22,033 in transfer agent and filing fees, $21,000 in rent, $10,050 in automotive expenses, $3,280
in telephone expenses, $3,490 in office and miscellaneous expenses, and $333 in depreciation.

 The
decrease of $595,694 or approximately 50% in our total expenses between 2022 and 2023 was almost entirely attributable to the significant
stock-based compensation expense we incurred in 2022.

 Net
Loss

the year ended December 31, 2023, we incurred a net loss of $596,013, whereas we incurred a net loss of $1,191,707 during the prior year.
Our net loss per share during those two years was $0.005 and $0.011, respectively.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had $3 in cash, $2,199 in total assets, $1,837,103 in total liabilities and a working capital deficit of $1,835,571.
As of December 31, 2023 we had an accumulated deficit of $11,835,385.

 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, 2024.

the year ended December 31, 2023, we used net cash of $579,827 on operating activities, compared to $561,582
in net cash used on operating activities during the prior year. Our net cash spending on operating activities during the two fiscal
years was therefore reasonably consistent.

 We
did not use any net cash on investing activities during the year ended December 31, 2023, whereas we used $1,500 in net cash on investing
activities during the prior year for an equipment purchase.

 We
received $579,830 in net cash from financing activities during the year ended December 31, 2023, all of which was in the form of advances
from related parties. During the year ended December 31, 2022, we received $558,855 in net cash from financing activities, all of which
was also in the form of advances from related parties.

the year ended December 31, 2023, our cash increased by $3 as a result of our operating and financing activities, from $Nil to $3. As
of December 31, 2023, we did not have sufficient cash resources to meet our operating expenses for even one month based on our then-current
burn rate. However, we have continued to rely on advances from related parties to continue operating and expect to do so for the foreseeable
future.

 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 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 $1,011,000 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.

the next 12 months, we estimate that our planned expenditures will include the following:

 Description

 ($)

 Equipment
 purchases

 250,000

 Management fees

 495,000

 Consulting fees

 120,000

 Professional fees

 50,000

 Rent

 Advertising and promotion
 expenses

 15,000

 Travel and automotive
 expenses

 30,000

 Other general and administrative
 expenses

 30,000

 Total

 1,011,000

 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 December 31, 2023, we had a working capital deficit of $1,881,355 and an accumulated
deficit of $11,881,836. 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

 Our
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; 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 ("AQUAtap WY"); 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.

 Investments

 The
Company accounts for its investments in other entities by following ASC 323, Investments, "Equity Method and Joint Ventures",
whereby equity investments of 20% or greater but less than control are accounted for using the equity method. Under this method, the
carrying cost is initially recorded at cost and then increased or decreased by recording its percentage of gain or loss in its statement
of operations and a corresponding charge or credit to the carrying value of the asset.

 Should
the Company exercise significant influence, the investment might be accounted for as a variable interest entity which would require consolidation
and recognition of a non-controlling interest.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Not
required.

 Item
8. Financial Statements and Supplementary Data

 QUEST

 CONSOLIDATED
FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 (EXPRESSED
IN US DOLLARS)

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations and Comprehensive Loss

 Statements of Stockholders' Deficit

 Statements of Cash Flows

 Notes
 to the Consolidated Financial Statements

 to F-13

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Shareholders of Quest Water Global, Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Quest Water Global, Inc. and Subsidiaries ("the Company") as
of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders' deficit,
and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to
as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year
period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has a working capital deficiency and an accumulated deficit. These factors, among others,
raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides
a reasonable basis for our opinion.

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be
communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and
(2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.

 Fruci & Associates II, PLLC – PCAOB ID # 05525

 We have served as the Company's auditor since 2023.

 Spokane, Washington

 April 16, 2024

 F- 1

 QUEST

Balance Sheets

 December 31,

 December 31,

 2023

 2022

 (Restated)

 ASSETS

 Current assets

 Cash

 $

 $
 -

 Prepaid
 expenses

 1,529

 1,094

 Total current assets

 1,532

 1,094

 Equipment, net (Note
 4)

 1,167

 Total assets

 $
 2,199

 $
 2,261

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued
 liabilities

 $
 62,387

 $
 37,698

 Due to related company
 (Note 3)

 41,273

 49,841

 Due
 to related parties (Note 5)

 1,733,443

 1,153,613

 Due
 to related parties

 1,733,443

 1,153,613

 Total liabilities

 1,837,103

 1,241,152

 Commitments and Contingencies

 $

 -

 $

 -

 Stockholders' deficit

 Preferred stock, 5,000,000
 shares authorized, $ 0.000001 par value 2 shares issued and outstanding

 Common stock, 500,000,000
 shares authorized, $ 0.000001 par value 131,903,029 issued and outstanding (December 31, 2022 – 131,903,029)

 Additional paid-in capital

 ( 11,835,385

)

 ( 11,239,372

)

 Total stockholders'
 deficit

 ( 1,834,904

)

 ( 1,238,891

)

 Total liabilities and
 stockholders' deficit

 $
 2,199

 $
 2,261

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

 F- 2

 QUEST

Statements of Operations and Comprehensive Loss

 For
 the
 year
 ended
 31, 2023

 For
 the
 year
 ended
 31, 2022

 (Restated)

 Expenses

 Automotive

 $
 9,021

 $
 10,050

 Management fees

 495,000

 450,000

 Office and miscellaneous

 14,825

 3,490

 Professional fees

 31,673

 51,874

 Rent

 Telephone

 3,320

 3,280

 Transfer agent and filing
 fees

 20,674

 22,033

 Stock
 based compensation

 -

 Total expenses

 596,013

 1,191,707

 Loss before other income

)

)

 Net loss and comprehensive
 loss

 $
)

 $

)

 Net loss per share,
 basic and diluted

 $
 ( 0.005
)

 $
 ( 0.011
)

 Weighted average number of shares outstanding,
basic and diluted

 131,903,029

 105,908,762

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

 F- 3

 QUEST

Statements of Stockholder's Deficit

 capital

 Total

 Preferred
 stock

 stock

 Additional
 paid-in

 capital

 Total

 For
 December 31, 2023

 $

 $

 $

 $

 $

 Balance, December 31, 2022

 131,903,029

 ( 11,239,372

)

 ( 1,238,891

)

 Net loss for the period

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 131,903,029

 ( 11,835,385

)

 ( 1,834,904

)

 Preferred
 stock

 stock

 Additional
 paid-in

 (Restated)

 capital

 Total

 For
 December 31, 2022

 $

 $

 $

 $

 $

 Balance, December 31, 2021

 85,164,569

 6,332,748

 ( 10,047,665

)

 ( 3,714,831

)

 Shares issued for debt at $ 0.065

 -

 -

 46,738,460

 3,037,953

 -

 3,038,000

 Stock based compensation

 -

 -

 -

 -

 -

 Net loss for the period

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2022

 131,903,029

 ( 11,239,372

)

 ( 1,238,891

)

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

 F- 4

 QUEST

 Consolidated Statements of Cash Flows

 For
 the
 year
 ended
 31, 2023

 For
 the
 year
 ended
 31, 2022

 (Restated)

 Cash Flows from Operating Activities:

 Net loss for the period

 $
)

 $

)

 Stock based compensation

 -

 Changes in operating assets and liabilities:

 Prepaids

 ( 435
)

 ( 1,094
)

 Accounts payable and accrued
 liabilities

 24,689

 22,598

 Due to related company

 ( 8,568
)

 ( 21,359
)

 Net cash provided by
 (used in) operating activities

 ( 579,827
)

 ( 561,582
)

 Cash Flows from Investing Activities:

 Equipment
 purchase

 $
 -

 $
)

 Net cash used in investing
 activities

 -

)

 Cash flows from financing activities

 Advances from related
 parties

 $
 579,830

 $

 Net cash provided by
 financing activities

 579,830

 Change in cash

 ( 4,227
)

 Cash, beginning of period

 -

 4,227

 Cash, end of period

 $

 $
 -

 Supplemental disclosures:

 Interest paid

 $
 –

 $
 –

 Income
 tax paid

 $
 –

 $
 –

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

 F- 5

 QUEST

 Notes
to the Consolidated Financial Statements

 For
the Year Ended December 31, 2023

 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
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 December 31, 2023, the Company has a working capital deficiency
of $ 1,835,571 of which $ 1,733,443 is owed to the two principal shareholders (Note 5), and an accumulated deficit of $ 11,835,385. 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
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; 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)
 Use of Estimates

 The
preparation of these consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases
its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under
the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the
accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ
materially and adversely from the Company's estimates. To the extent there are material differences between the estimates and the
actual results, future results of operations will be affected.

 F- 6

 (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)
 Financial Instruments and Fair Value Measures

 ASC
820, "Fair Value Measurements and Disclosures" ("ASC 820"), requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the
level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument's categorization
within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes
the inputs into three levels that may be used to measure fair value:

 Level

 Level
1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 Level

 Level
2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability
such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets
with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable market data.

 Level

 Level
3 applies to assets or liabilities for which there are no observable inputs to the valuation methodology that are relevant to the measurement
of the fair value of the assets or liabilities.

 The
Company's financial instruments consist of cash, accounts payable, accrued liabilities, convertible notes payable, and amounts
due to related parties. Pursuant to ASC 820, the fair value of cash is determined based on "Level 1" inputs. The recorded
values of all other financial instruments approximate their current fair values because of their nature and respective maturity dates
or durations.

 (e)
 Investments

 The
Company accounts for its investments in other entities by following ASC 323, Investments, "Equity Method and Joint Ventures",
whereby equity investments of 20% or greater but less than control are accounted for using the equity method. Under this method, the
carrying cost is initially recorded at cost and then increased or decreased by recording its percentage of gain or loss in its statement
of operations and a corresponding charge or credit to the carrying value of the asset.

 F- 7

 Should
the Company exercise significant influence, the investment might be accounted for as a variable interest entity which would require consolidation
and recognition of a non-controlling interest.

 (f)
 Revenue Recognition

 Under
ASC 606, "Revenue from Contracts with Customers ", the Company recognizes revenue by applying the following steps:
(1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price;
(4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation
is satisfied.

 Performance
Obligations

 A
performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in
the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue
when, or as, the performance obligation is satisfied.

 Revenue
Service Type

 The
Company has one revenue source – sale of water technology equipment. The Company recognizes revenue for goods transferred at a
point in time.

 (g)
 Stock-based Compensation

 The
Company records stock-based compensation in accordance with ASC 718, "Compensation – Stock Compensation", using the
fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments
are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever
is more reliably measurable.

 The
Company uses the Black-Scholes option pricing model to calculate the fair value of stock-based awards. This model is affected by the
Company's stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but
are not limited to, the Company's expected stock price volatility over the term of the awards, and actual and projected employee
stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense
in the consolidated statement of operations over the requisite service period.

 (h)
 Loss Per Share

 The
Company computes net loss per share in accordance with ASC 260, "Earnings per Share", which requires presentation of both
basic and diluted loss per share ("LPS") on the face of the income statement. Basic LPS is computed by dividing net loss
available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted
LPS gives effect to all dilutive potential common stock outstanding during the period using the treasury stock method and convertible
preferred stock using the if-converted method. In computing diluted LPS, the average stock price for the period is used in determining
the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted LPS excludes all dilutive potential
shares if their effect is anti-dilutive and stock options are the potential shares.

 F- 8

 (i)
 Income Taxes

 The
Company accounts for income taxes using the asset and liability method in accordance with ASC 740, "Income Taxes". The asset
and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary
differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more
likely than not to be realized. As of December 31, 2023 and 2022, the Company did no t have any amounts recorded pertaining to uncertain
tax positions.

 (j)
 Comprehensive Loss

 ASC
220, "Comprehensive Income", establishes standards for the reporting and presentation of comprehensive income (loss) and
its components in the financial statements. As at December 31, 2023 and 2022, the Company had no items representing comprehensive income
or loss.

 (k)
 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

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.

the year ended December 31, 2022, the investment balance was reduced to zero therefore the Company discontinued the equity method. The
Company adjusted the loss of $ 33,980 and has restated the financial statements for December 31, 2022 to reflect what was previously
recorded. The accounts impacted by the change are detailed below.

of Restatement of Financial Statements

 Restatement

 For the Consolidated Balance Sheet for December 31, 2022

 Originally

 Reported

 Change

 As

 Restated

 ASSETS

 Current assets

 Cash

 $
 -

 -

 $

 Prepaid expenses

 1,094

 -

 1,094

 Total current assets

 1,094

 -

 1,094

 Equipment, net (Note 4)

 1,167

 -

 1,167

 Total assets

 $
 2,261

 -

 $
 2,261

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued liabilities

 $
 37,698

 -

 $
 37,698

 Investment in partnership, related (Note 3)

 33,980

 ( 33,980
)

 -

 Due to related company (Note 3)

 49,841

 -

 49,841

 Due to related parties (Note 5)

 1,153,613

 -

 1,153,613

 Total liabilities

 1,275,132

 -

 1,241,152

 Stockholders' deficit

 Preferred stock, 5,000,000 shares authorized, $ 0.000001 par value 2 shares issued and outstanding

 $

 -

 $

 Common stock, 500,000,000 shares authorized, $ 0.000001 par value 131,903,029 issued and outstanding (December 31, 2022 – 131,903,029)

 -

 Additional paid-in capital

 -

 ( 11,273,352
)

 ( 33,980
)

 ( 11,239,372
)

 Total stockholders' deficit

 ( 1,272,871
)

 ( 33,980
)

 ( 1,238,891
)

 Total liabilities and stockholders' deficit

 $
 2,261

 -

 $
 2,261

 Consolidated Statements of Operations and Comprehensive Loss

 Originally Reported

 Change

 As

 Restated

 For December 31, 2022

 Expenses

 Automotive

 $
 10,050

 -

 $
 10,050

 -

 Management fees

 450,000

 -

 450,000

 Office and miscellaneous

 3,490

 -

 3,490

 Professional fees

 51,874

 -

 51,874

 Rent

 -

 Telephone

 3,280

 -

 3,280

 Transfer agent and filing fees

 22,033

 -

 22,033

 Stock based compensation

 -

 Total expenses

 1,191,707

 -

 1,191,707

 Loss before other income

)

 -

)

 Other income (expense)

 Decrease in equity of investment in partnership

 ( 20,613
)

 20,613

 -

 Net loss and comprehensive loss

 $
 ( 1,212,320
)

 20,613

 $
)

 Net loss per share, basic and diluted

 $
 ( 0.011
)

 $
 ( 0.011
)

 Weighted average number of shares outstanding, basic and diluted

 105,908,762

 105,908,762

 F- 9

 Consolidated Statements of Cash Flows for December 31, 2022

 Originally

 As

 Reported

 Change

 Restated

 Operating Activities:

 Net loss for the period

 $
 ( 1,212,320
)

 $
 20,613

)

 Decrease in equity of partnership investment

 20,613

 ( 20,613
)

 -

 -

 Stock based compensation

 -

 Changes in operating assets and liabilities:

 -

 Prepaids

 ( 1,094
)

 -

 ( 1,094
)

 Accounts payable and accrued liabilities

 22,598

 -

 22,598

 Due to related company

 ( 21,359
)

 -

 ( 21,359
)

 Net cash used in operating activities

 $
 ( 561,582
)

 -

 ( 561,582
)

 Cash flows from investing activities:

 Equipment purchase

 $
)

 -

)

 Net cash used in investing activities

 $
)

 -

)

 Cash flows from financing activities:

 Advances from related parties

 $

 -

 Net cash provided by financing activities

 $

 -

 Change in cash

 $
 ( 4,227
)

 -

 ( 4,227
)

 Cash, beginning of period

 4,227

 -

 4,227

 Cash, end of period

 $
 -

 $
 -

 -

 Supplemental disclosures:

 Interest paid

 $
 –

 $
 -

 –

 Income tax paid

 $
 –

 $
 -

 –

 The
due to related company amounts pertain to funds received on behalf of AQUAtap relating to rights agreements for water units. As at December
31, 2023, a balance of $ 41,273
 was owing to AQUAtap.

 4.
 Equipment

 Equipment
is depreciated over its useful life.

of Equipment

 Cost

 Net

 Computer

 3 years

 $
 1,500

 $

 $

 F- 10

 5.
 Related Party Transactions

 (a)

 As
 at December 31, 2023, a total of $ 790,331 (December 31, 2022 - $ 490,714) was owed to the President of the Company, which is non-interest
 bearing, unsecured, and due on demand.

 (b)

 As
 at December 31, 2023, a total of $ 943,112 (December 31, 2022 - $ 662,899) was owed to the Vice President of the Company, which is
 non-interest bearing, unsecured, and due on demand.

 (c)

 For
 the year ended December 31, 2023, the Company incurred a total of $ 495,000 (December 31, 2022 - $ 450,000) in management fees to the
 President and the Vice President of the Company.

 (d)

 For
 the year ended December 31, 2023, the Company incurred $ 21,000
 (December 31, 2022 - $ 21,000)
 in rent to the Vice President of the Company. The rent was payable for a residential office on a month-to-month basis. At December
 31, 2023, the arrangement was terminated.

 (e)

 On
 July 22, 2022, the Company converted an aggregate of $ 3,038,000 in debt owed to the President and Vice-President of Company into
 46,738,460 shares of common stock at a price of $ 0.065 per share.

 6.
 Common Stock

 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 a 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
December 31, 2023, the Company had 131,903,029 shares of common stock outstanding (December 31, 2022 - 131,903,029 shares).

 Basic
and diluted loss per share

 The
calculation of the basic and diluted loss per share for the year ended December 31, 2023 was based on the loss attributable to common
stockholders of $ 608,484 (December 31, 2022 - $ 1,212,320) and a weighted average number of shares of common stock outstanding of 131,903,029
(December 31, 2022 - 105,908,762).

 At
December 31, 2023, 6,300,000 stock options were excluded from the diluted weighted average number of shares calculation as their effect
would have been anti-dilutive.

 7.
 Share Based Payments

 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.

 F- 11

 Stock
option transactions are summarized as follows:

of Stock Option Transactions

 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, December 31, 2023 and December
 31, 2022

 6,300,000

 $
 0.10

 Exercisable at December 31, 2023

 6,300,000

 $
 0.10

 The following weighted average assumption were used
for the Black-Scholes valuation of the stock options granted:

 Schedule of Weighted Average
Assumption of Stock Option Granted

 Risk-free interest rate

 3.17
 %

 Expected life of options

 5 years

 Annualized volatility

 306.66
 %

 Dividend rate

 Nil

 The
stock options outstanding and exercisable at December 31, 2023 were granted effective July 20, 2022 and have a 5
year period during which they may be exercised. The share price at the time of the grant was $ 0.10 per share. The stock options have an exercise
price of $ 0.10
per share and have a remaining life of 3.54
years. The awards are Level 3 with non-recurring valuation.

 8.
 Operating Segment

 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.

 9.
 South African Partnership

 On
October 12, 2023, the Company entered into a partnership with Yonga Industries (Pty) Ltd. and Yorown Energy (Pty) Ltd. to form AQUAtap
Oasis South Africa (Pty) Ltd. The Company holds a 49 % interest in AQUAtap Oasis South Africa (Pty) Ltd., and the purpose of the partnership
is to bring about positive social change by supplying and distributing affordable clean water to underserved communities throughout South
Africa.

 10.
 Income Taxes

 The
Company is subject to US federal and state income taxes at a rate of 21 %. Its Canadian subsidiaries are subject to federal and provincial
income taxes at a statutory rate of 27 %. The reconciliation of the provision for income taxes at the consolidated corporate tax rate
compared to the Company's income tax expense as reported is as follows:

of Components of Income Tax Expense

 2023

 $

 2022

 $

 Net loss per financial statements

)

)

 Income tax recovery at statutory rate

 ( 125,000

)

 ( 250,000

)

 Impact of different foreign statutory rates
 on earnings of subsidiaries

 ( 33,000
)

 ( 30,000
)

 Permanent differences

 -

 132,000

 Increase in unrecognized
 tax benefits

 158,000

 148,000

 Provision for income
 taxes

 –

 –

 F- 12

 The
significant components of deferred income tax assets and liabilities as at December 31, 2023 and 2022 are as follows:

of Deferred Income Tax Assets and Liabilities

 2023

 $

 2022

 $

 Net operating losses carried forward

 1,462,000

 1,304,000

 Valuation allowance

 ( 1,462,000
)

 ( 1,304,000
)

 Net deferred income
 tax asset

 –

 –

 The
Company is in arrears on filing its statutory corporate income tax returns and the amounts presented above are based on estimates. The
actual losses available could differ from these estimates.

 The
Company's carry-forward losses that may be applied to future Canadian income taxes expire as follows:

of Carry-forward Losses

 Expiring in 2038-

 $
 272,000

 2039-

 $
 546,000

 2040-

 $
 457,000

 2041-

 $
 479,000

 2042-

 $
 499,000

 2043

 $
 541,898

 The
Company losses that may be applied to future US income taxes expire as follows:

 Expiring in 2032-

 $
 2,780,000

 2033-

 $
 202,000

 2034-

 $
 260,000

 There
are another $ 127,000 in US losses that have no expiry date.

 11.
 Subsequent Event

 On
January 5, 2024, the Company granted an aggregate of 3,750,000 stock options to various consultants and advisory board members. Each
option is exercisable into one share of the Company's common stock at a price of $ 0.10 per share for a period of five years.

 The Company has evaluated all subsequent
events as of the date of this report and has determined that there are no events that require disclosure as of the date of issuance.

 F- 13

 Item
9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. 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

 Management's
Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
of the Exchange Act). Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management conducted an assessment
of the effectiveness of our internal control over financial reporting as of December 31, 2023 using the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control—Integrated Framework.

 A
material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
In its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2023, management determined
that there were deficiencies that constitute, both individually and in the aggregate, a material weakness, as described below.

 1.
 Certain
 entity level controls establishing a "tone at the top" were considered material
 weaknesses. We have no independent directors. We do not have a policy on fraud or a whistleblower
 policy.

 2.
 Management
 override of existing controls is possible given that our only directors are also our officers.

 3.
 We
 do not have a system in place to review and monitor internal control over financial reporting.
 We do not maintain a sufficient complement of personnel to carry out ongoing monitoring responsibilities
 and ensure effective internal control over financial reporting.

 These
deficiencies resulted in a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected
on a timely basis by our internal control. Management is currently evaluating remediation plans for the deficiencies and will implement
changes as time and financial resources allow.

 Changes
in 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 our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers

 As
of April 15, 2024, the names, ages and positions of our directors and executive officers were as follows:

 Name

 Age

 Position

 John Balanko

 Chairman,
 President, Chief Executive Officer, Director

 Peter Miele

 Vice President, Chief
 Financial Officer, Secretary, Director

 John
Balanko – Chairman, President, Chief Executive Officer, Director

 Mr.
Balanko was appointed as our Chairman, President, Chief Executive Officer and Director on January 6, 2012. Mr. Balanko co-founded Quest
NV and has served as its Chairman, President and Chief Executive Officer since the company's inception in October 2008.

 From
2005 to 2008, Mr. Balanko was the founder and a managing partner of Environmental Water Solutions ("EWS"), a proprietorship
focused on the research and development of atmospheric water generators for commercial applications. During his tenure at EWS, he collaborated
with a large, custom air handling manufacturer in San Diego, CA to design, manufacture, and successfully demonstrate a commercial atmospheric
water generator. From 2002 to 2005, Mr. Balanko was the managing director and founder of Liquid Air San Diego, a distributor for parent
company H2O Liquid Air of Long Beach, CA. Liquid Air San Diego provided sales and service of atmospheric water generators to businesses
throughout San Diego County.

 From
1994 to 1997, Mr. Balanko held the position of Head of Corporate Finance with Fountain House Holding Corp., a company listed on the TSX
Venture Exchange in Canada, where he was also appointed to the Board of Directors in 1995. In 1987, after completing the Canadian Securities
Course, Mr. Balanko received the designation of Licensed Investment Representative from the Investment Dealers Association of Canada.
From 1987 to 1994, he pursued a career as a financial advisor and investment broker with such firms as C.M. Oliver & Co., Yorkton
Securities, Pacific International Securities and Royal Trust Company of Canada.

 Mr.
Balanko has an extensive 30+ year entrepreneurial background in corporate finance, sales, marketing, contract and license negotiation,
project management and business development. Over the past 25+ years, he has held executive positions with over a dozen private and public
companies. Mr. Balanko's diverse managerial and executive experience gives him unique insights into our business, relationships,
challenges, opportunities and operations.

 Peter
Miele – Vice President, Chief Financial Officer, Secretary, Director

 Mr.
Miele was appointed as our Vice President, Secretary and Director on January 6, 2012, and as our Chief Financial Officer on April 13,
2012. He also co-founded Quest NV and has served as its Executive Vice President and Director since the company's inception in
October 2008. Mr. Miele has over 30 years of entrepreneurial and executive experience and has been involved with public and private companies
in strategic management framework, business development, marketing, design and branding, along with holding directorship and Corporate
Development positions.

 Mr.
Miele previously served as a member of the Board of Directors of Fibresources Corporation (now, AJA Ventures Inc.), a company formerly
listed on the TSX Venture Exchange in Canada, from 2006 to 2020. In 2004, Mr. Miele was involved in the successful launch of a bottled
water company. Innovative and creative, Mr. Miele was involved in the strategic and corporate development of the company's overall
corporate branding, as well as creating and facilitating the company's marketing and production of new brands of bottled water
products.

 Neither
Mr. Balanko nor Mr. Miele has been a director of any company with a class of securities registered pursuant to section 12 of the Exchange
Act or subject to the requirements of section 15(d) of the Exchange Act, or any company registered as an investment company under the
Investment Company Act of 1940, during the past five years.

 Term
of Office

 Our
directors are appointed for a one-year term to hold office until our next annual general meeting of stockholders or until removed from
office in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until removed by the Board.

 All
of our officers and directors will remain in office until the next annual meeting of our stockholders, and until their successors have
been duly elected and qualified. Our bylaws provide that officers are appointed annually by our Board and each executive officer serves
at the discretion of our Board.

 Significant
Employees

 Other
than our executive officers, we do not expect any other individuals to make a significant contribution to our business.

 Family
Relationships

 There
are no family relationships among our directors, executive officers or persons nominated or chosen by us to become directors or executive
officers.

 Legal
Proceedings

 None
of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past 10
years:

 any
 bankruptcy petition filed by or against any business of which such person was a general partner
 or executive officer either at the time of the bankruptcy or within two years prior to that
 time;

 any
 conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding
 traffic violations and other minor offenses);

 being
 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
 or banking activities;

 being
 found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity
 Futures Trading Commission to have violated any federal or state securities or commodities
 law, and the judgment has not been reversed, suspended or vacated;

 being
 the subject of, or a party to, any federal or state judicial or administrative order, judgment,
 decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged
 violation of any law or regulation prohibiting mail or wire fraud or fraud in connection
 with any business activity;

 being
 the subject of, or a party to, any judicial or administrative order, judgment, decree or
 finding, not subsequently reversed, suspended or vacated relating to an alleged violation
 of any federal or state securities or commodities law or regulation or any law or regulation
 respecting financial institutions or insurance companies; or

 being
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
 or vacated, of any stock, commodities or derivatives exchange or other self-regulatory organization.

 Audit
Committee

 Our
Board of Directors established an audit committee on January 6, 2012. Since that date, John Balanko and Peter Miele have acted as the
members of the audit committee. Neither Mr. Balanko nor Mr. Miele are independent members of the committee according to NASDAQ Rule 5605(a)(2)
and National Instrument 52-110 of the Canadian Securities Administrators ("NI 52-110"), since both of them are our executive
officers. The Board of Directors adopted a charter for the audit committee on January 6, 2012, a copy of which was filed as Exhibit 99.1
to our annual report for the year ended December 31, 2011.

 The
audit committee is responsible for reviewing both our interim and annual financial statements. For the purposes of performing their duties,
the members of the audit committee have the right, at all times, to inspect all our books and financial records as well as those of our
subsidiaries, and discuss with management and our auditors any accounts, records and matters relating to our financial statements. The
audit committee meets periodically with management and annually with our auditors.

 Since
the commencement of our most recently completed financial year, our Board of Directors has not failed to adopt a recommendation of the
audit committee to nominate or compensate an auditor.

 Our
Board of Directors has determined that we do not have an audit committee financial expert on our Board carrying out the duties of the
audit committee. The Board has determined that the cost of hiring a financial expert to act as a director and to be a member of the audit
committee or otherwise perform audit committee functions outweighs the benefits of having an audit committee financial expert on the
Board.

 Nomination
Procedures for Appointment of Directors

 We
do not have a nominating committee. Our Board of Directors selects individuals to stand for election as members of the Board, and does
not have a policy with regards to the consideration of any director candidates recommended by our security holders. Our Board has determined
that it is in the best position to evaluate our company's requirements as well as the qualifications of each candidate when it
considers a nominee for a position on our Board. If security holders wish to recommend candidates directly to our Board, they may do
so by communicating directly with our President at the address specified on the cover of this annual report.

 Code
of Ethics

 We
have not yet adopted a code of ethics because we have not yet finalized the content of such a code.

 Item
11. Executive Compensation

 The
following table sets forth all compensation awarded to, earned by or paid to our principal executive officer and our most highly compensated
other executive officer during the years ended December 31, 2023 and 2022. We do not have any other executive officers and no other individual
received total compensation from us in excess of $100,000 during those years. Pursuant to Item 402(a)(5) of Regulation S-K we have omitted
certain columns from the table since there was no compensation awarded to, earned by or paid to these individuals required to be reported
in such columns in either year.

 Summary
 Compensation Table

 Name
 and Principal Position

 Year
 ended December 31

 Salary

 ($)

 Total

 ($)

 John Balanko,
 Chief Executive Officer (1)

 2023

 247,500

 247,500

 2022

 225,000

 225,000

 Peter Miele, Chief Financial
 Officer (2)

 2023

 247,500

 247,500

 2022

 225,000

 225,000

 (1)
 John
 Balanko was appointed as our Chairman, President, Chief Executive Officer and director on
 January 6, 2012 and has served as the Chairman, President and Chief Executive Officer of
 Quest NV since the company's inception in October 2008.

 (2)
 Peter
 Miele was appointed as our Vice President, Secretary and Director on January 6, 2012 and
 our Chief Financial Officer on April 13, 2012, and has served as the Executive Vice President
 of Quest NV since the company's inception in October 2008.

 Outstanding
Equity Awards at Fiscal Year-End

 None.

 Management
Agreements

 On
November 1, 2011, Quest NV entered into management agreements with each of John Balanko and Peter Miele pursuant to which Quest NV was
obligated to pay Mr. Balanko and Mr. Miele a base fee of $12,500 per month, in advance, from October 3, 2011 until November 1, 2016.
The base fee has increased by approximately 5% per year since 2017, such that during the fiscal year ended December 31, 2023, it was
$20,625 per month. Either party may terminate the agreement upon written notice, but upon termination, each of Mr. Balanko and Mr. Miele
are entitled to receive a termination fee equal to the sum of

 the
 buy-out of any outstanding stock options of Quest NV for a price equal to the fair market
 value of the company's common stock multiplied by the number of shares under options
 and less the exercise price thereof; plus

 the
 greater of (i) the aggregate remaining base fees for the unexpired remainder of the term
 or (ii) one annual base fee plus one month of base fee for each year, or portion thereof,
 served after October 3, 2011.

 Pension,
Retirement or Similar Benefit Plans

 There
are no arrangements or plans in which we provide pension, retirement or similar benefits to our directors or executive officers. We have
no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive
officers, except that stock options may be granted from time to time at the discretion of the Board of Directors or a committee thereof.
Other than our management agreements with John Balanko and Peter Miele, we have no plans or arrangements in respect of remuneration received
or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result
of resignation, retirement, change of control) or a change of responsibilities following a change of control.

 Compensation
Committee

 We
currently do not have a compensation committee of the Board of Directors or a committee performing similar functions. It is the view
of the Board that it is appropriate for us not to have such a committee because of our size and because the Board as a whole participates
in the consideration of executive compensation.

 Compensation
of Directors

 Our
directors did not receive any compensation for their services as directors from our inception on February 20, 2009 to December 31, 2023.
We have no formal plan for compensating our directors for their services in the future in their capacity as directors, although such
directors are expected in the future to receive options to purchase shares of our common stock as awarded by our Board of Directors or
any compensation committee that may be established.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth certain information regarding our common stock and our Series A Voting Preferred Stock beneficially owned
as of April 15, 2024 for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock,
(ii) each executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially
own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which
such person has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants
or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and
executive officers is exercised solely by the beneficial owner or shared by the owner and the owner's spouse or children.

 For
purposes of this table, a person or group of persons is deemed to have "beneficial ownership" of any shares of common stock
that such person has the right to acquire within 60 days of the date of this annual report. For purposes of computing the percentage
of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons
has the right to acquire within 60 days of the date of this annual report is deemed to be outstanding, but is not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially
owned does not constitute an admission of beneficial ownership.

 Title
 of Class

 Name
 and Address of
 Beneficial Owner

 and
 Nature of
 Beneficial
 Ownership

 Percent
 of Class (1)

 Stock

 John
 Balanko (2)
 Suite 209 – 828 Harbourside Drive
 North Vancouver, British Columbia
 Canada V7P 3R9

 43,519,230

 33.0

 Stock

 Peter
 Miele (3)
 Suite 209 – 828 Harbourside Drive
 North Vancouver, British Columbia
 Canada V7P 3R9

 43,919,230
 (4)

 33.3

 All
 Officers and Directors as a Group

 87,438,460

 66.3

 Series
 A Voting Preferred Stock (5)

 John
 Balanko (2)
 Suite 209 – 828 Harbourside Drive
 North Vancouver, British Columbia
 Canada V7P 3R9

 Series
 A Voting Preferred Stock (5)

 Peter
 Miele (3)
 Suite 209 – 828 Harbourside Drive
 North Vancouver, British Columbia
 Canada V7P 3R9

 All
 Officers and Directors as a Group

 (1)
 Based
 on 131,903,029 issued and outstanding shares of our common stock as of April 15, 2024.

 (2)
 John
 Balanko was appointed as our Chairman, President, Chief Executive Officer and director on
 January 6, 2012.

 (3)
 Peter
 Miele was appointed as our Vice President, Secretary and director on January 6, 2012, and
 as our Chief Financial Officer on April 13, 2012.

 (4)
 Includes
 43,519,230 shares of our common stock owned by Peter Miele directly, and 400,000 shares of
 our common stock owned by Anne Marie Miele, the spouse of Mr. Miele.

 (5)
 Each
 holder of our Series A Voting Preferred Stock is entitled to the number of votes equal to
 the quotient derived by dividing the total number of outstanding shares of Series A Voting
 Preferred Stock into a number equal to the quotient derived by dividing 0.4285 into the total
 number of votes of our common stock and any other capital stock of the Company (other than
 the Series A Voting Preferred Stock) having general voting rights. Holders of Series A Voting
 Preferred Stock are entitled to vote on all matters on which the holders of our common stock
 are entitled to vote. The holders of shares of our common stock and the holders of shares
 of any other capital stock of the Company having general voting rights shall vote together
 as one class on all matters submitted to a vote of our stockholders.

 Changes
in Control

 As
of April 15, 2024, we were not aware of any arrangements, including any pledge by any person of our securities, the operation of which
may at a subsequent date result in a change in our control.

 Securities
Authorized For Issuance Under Equity Compensation Plans

 The
following table sets forth information with respect to compensations plans, including individual compensation arrangements, under which
our common stock is authorized for issuance as of December 31, 2023.

 Plan
 Category

 of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights
 (a)

 Weighted-Average
 Exercise Price of Outstanding Options, Warrants and Rights
 (b)

 of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

 (c)

 Plans approved by
 security holders

 -

 -

 -

 Plans
 not approved by security holders

 6,300,000

 0.10

 6,890,302
 (1)

 (1)
 Represents
 unissued options to purchase shares of our common stock under the rolling 10% stock option
 plan we adopted on May 30, 2012.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 As
at December 31, 2023, we owed $790,331 to John Balanko, our Chairman, President, Chief Executive Officer and director, which amount is
unsecured, non-interest bearing and due on demand.

 As
of December 31, 2023, we owed $943,112 to Peter Miele, our Vice President, Chief Financial Officer, Secretary and director, which amount
is unsecured, non-interest bearing and due on demand.

the year ended December 31, 2023, we incurred a total of $247,500 (2022 - $225,000) in management fees to each of Mr. Balanko and Mr.
Miele.

the year ended December 31, 2023, we incurred $21,000 (2022 - $21,000) in rent to Mr. Miele.

 Other
than as described above, we have not entered into any transactions since the beginning of our last fiscal year with our executive officers,
directors, persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of those persons
wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average
of our total assets for the last two fiscal years.

 Director
Independence

 The
OTC Markets on which our common stock is quoted on does not have any director independence requirements. We currently use the definition
in NASDAQ Listing Rule 5605(a)(2) for determining director independence, which provides that an "independent director" is
a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion
of the company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities
of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

 the
 director is, or at any time during the past three years was, an employee of the company;

 the
 director or a family member of the director accepted any compensation from the company in
 excess of $120,000 during any period of 12 consecutive months within the three years preceding
 the independence determination (subject to certain exclusions, including, among other things,
 compensation for board or board committee service);

 a
 family member of the director is, or at any time during the past three years was, an executive
 officer of the company;

 the
 director or a family member of the director is a partner in, controlling stockholder of,
 or an executive officer of an entity to which the company made, or from which the company
 received, payments in the current or any of the past three fiscal years that exceed 5% of
 the recipient's consolidated gross revenue for that year or $200,000, whichever is
 greater (subject to certain exclusions);

 the
 director or a family member of the director is employed as an executive officer of an entity
 where, at any time during the past three years, any of the executive officers of the company
 served on the compensation committee of such other entity; or

 the
 director or a family member of the director is a current partner of the company's outside
 auditor, or at any time during the past three years was a partner or employee of the company's
 outside auditor, and who worked on the company's audit.

 We
have determined that none of our directors meet this definition of independence due to the fact that our directors are also are executive
officers.

 National
Instrument 52-110

 We
are a reporting issuer in the Province of British Columbia. NI 52-110 requires us, as a venture issuer, to disclose in our annual report
certain information concerning the constitution of our audit committee and our relationship with our independent auditor. As defined
in NI 52-110, John Balanko and Peter Miele are not independent directors. For a description of the education and experience of our audit
committee members that is relevant to the performance of their respective responsibilities as audit committee members, please see Item
10 of this annual report under the heading "Directors and Officers".

 None
of our audit committee members is "financially literate" as defined in NI 52-110.

 Since
the commencement of our most recently completed financial year, we have not failed to adopt a recommendation of the audit committee to
nominate or compensate an external auditor.

 Since
the commencement of our most recently completed financial year, we have not relied on the exemptions contained in sections 2.4 or 8 of
NI 52-110. Section 2.4 (De Minimis Non-audit Services) provides an exemption from the requirement that the audit committee must
pre-approve all non-audit services to be provided by the auditor, where the total amount of fees related to the non-audit services are
not expected to exceed 5% of the total fees payable to the auditor in the fiscal year in which the non-audit services were provided.
Section 8 (Exemptions) permits us to apply to a securities regulatory authority for an exemption from the requirements of NI 52-110
in whole or in part.

 Our
audit committee has adopted specific policies and procedures for the engagement of non-audit services as set out in the audit committee
charter. A copy of our audit committee charter was filed as Exhibit 99.1 to our annual report for the year ended December 31, 2011.

 National
Instrument 58-101

 We
are a reporting issuer in the Province of British Columbia. National Instrument 58-101 of the Canadian Securities Administrators requires
us, as a venture issuer, to disclose in our annual report certain information concerning corporate governance disclosure.

 Board
of Directors

 Our
Board of Directors currently consists of two members, John Balanko and Peter Miele. We have determined that neither Mr. Balanko nor Mr.
Miele is independent as that term is defined in NI 52-110 due to the fact that they are also our executive officers.

 Directorships

 Our
directors are not currently directors of any other reporting issuers (or the equivalent in a foreign jurisdiction).

 Orientation
and Continuing Education

 We
have an informal process to orient and educate new recruits to our Board of Directors regarding their role on the Board, our committees
and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of
the management staff, and further provides access to materials necessary to inform them of the information required to carry out their
responsibilities as a Board member. This information includes our most recent budget approved by the Board, our most recent annual report,
our audited financial statements and copies of our interim quarterly financial statements.

 The
Board does not provide continuing education for our directors. Each director is responsible for maintaining the skills and knowledge
necessary to meet their obligations as a director.

 Ethical
Business Conduct

 Our
Board of Directors does not take any formal steps to encourage and promote a culture of ethical business conduct as it has found that
the fiduciary duties placed on individual directors by our governing corporate legislation and the common law have been sufficient to
ensure that the Board operates independently of management and in our best interests.

 Nomination
of Directors

 Our
Board of Directors is responsible for identifying new director nominees. In identifying candidates for the Board, the Board takes into
account all factors it considers appropriate, which may include strength of character, mature judgment, career specialization, relevant
technical skills, diversity and the extent to which the candidate would fill a present need on the Board. As part of the process, the
Board, together with management, is responsible for conducting background searches and is empowered to retain search firms to assist
in the nomination process. Once candidates have gone through a screening process and met with the existing directors, they may be formally
put forward as nominees for approval by the Board.

 Compensation

 Our
Board of Directors plans to conduct reviews with regard to directors' compensation once a year. To make its recommendation on directors'
compensation, the Board will take into account the types of compensation and the amounts paid to directors of comparable publicly traded
companies whose stock is quoted on the OTCQB.

 Assessments

 Our
Board of Directors intends for individual director assessments to be conducted by other directors, taking into account each director's
contributions at Board meetings, service on committees, experience base, and their general ability to contribute to one or more of our
major needs. However, due to our stage of development and our need to deal with other urgent priorities, the Board has not yet implemented
such a process of assessment.

 Item
14. Principal Accountant Fees and Services

 Audit
and Non-Audit Fees

 The
following table sets forth the fees for professional audit services and the fees billed for other services rendered by our auditors,
Fruci & Associates II, PLLC, in connection with the audit of our financial statements for the years ended December 31, 2023 and 2022,
respectively, as well as reviews of our interim financial statements, services provided in connection with our statutory and regulatory
filings or engagements, and any other fees billed for services rendered by our auditors during these periods.

 Year
 Ended
 December 31, 2023
 ($)

 Year
 Ended
 December 31, 2022
 ($)

 Audit fees and audit-related fees

 15,000

 -

 Tax fees

 -

 -

 All other fees

 -

 -

 Total

 15,000

 -

 In
the above table, "audit fees" are fees billed by our auditors for services provided in auditing our annual financial statements.
"Audit-related fees" are fees not included in audit fees that are billed by our auditors for assurance and related services
that are reasonably related to the performance of the audit review of our financial statements. "Tax fees" are fees billed
by our auditors for professional services rendered for tax compliance, advice and planning. "All other fees" are fees billed
by our auditors for products and services not included in the foregoing categories.

 Policy
on Pre-Approval

 Our
Board of Directors pre-approves all services provided by our auditors. All of the above services and fees were reviewed and approved
by the Board of Directors either before or after the respective services were rendered.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

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

 Exhibit

 Description of Exhibit

 2.1

 Share
 Exchange Agreement dated January 6, 2012 with Josh Morita, Quest Water Solutions, Inc. and the shareholders of Quest Water Solutions,
 Inc. (1)

 3.1

 Articles
 of Incorporation (2)

 3.2

 Bylaws
 (2)

 3.3

 Certificate
 of Designation for Series A Voting Preferred Stock filed with the Delaware Secretary of State on December 29, 2011 (1)

 3.4

 Certificate
 of Amendment filed with the Delaware Secretary of State on February 21, 2012 (3)

 3.5

 Certificate
 of Amendment filed with the Delaware Secretary of State on July 21, 2022 (4)

 10.1

 Agreement
 of Sale dated January 6, 2012 with Josh Morita (1)

 10.2

 Subscription
 Agreement dated January 6, 2012 (1)

 10.3

 Form
 of Warrant dated January 6, 2012 (1)

 10.4

 Registration
 Rights Agreement dated January 6, 2012 (1)

 10.5

 Form
 of Lock-Up Agreement dated January 6, 2012 (1)

 10.6(a)

 Lock-Up/Leak
 Out Agreement with John Balanko dated January 6, 2012 (1)

 10.6(b)

 Lock-Up/Leak
 Out Agreement with Peter Miele dated January 6, 2012 (1)

 10.7

 Management
 Agreement with John Balanko dated November 1, 2011 (1)

 10.8

 Management
 Agreement with Peter Miele dated November 1, 2011 (1)

 10.9

 Global
 Cooperation Partner Agreement between Quest Water Solutions, Inc. and Trunz Water Systems AG, dated June 29, 2011 (1)

 31.1

 Certification
 of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Certification
 of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
 to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification
 of the Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2

 Certification
 of the Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 99.1

 Audit
 Committee Charter (5)

 101.INS

 Instance Document

 101.SCH

 Taxonomy Extension Schema

 101.CAL

 Taxonomy Extension Calculation Linkbase

 101.DEF

 Taxonomy Extension Definition Linkbase

 101.LAB

 Taxonomy Extension Label Linkbase

 101.PRE

 Taxonomy Presentation Linkbase

 (1)
 by reference from our Current Report on Form 8-K filed with the SEC on January 10, 2012.

 (2)
 by reference from our Registration Statement on Form S-1 filed with the SEC on August 17,
 2010.

 (3)
 by reference from our Current Report on Form 8-K filed with the SEC on March 7, 2012.

 (4)
 by reference from our Current Report on Form 8-K filed with the SEC on July 27, 2022.

 (5)
 by reference from our Annual Report on Form 10-K filed with the SEC on April 16, 2012.

 Item
16. Form 10-K Summary

 Not
required.

 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 16, 2024

 QUEST

 By:

 /s/
 John Balanko

 John
 Balanko

 Chairman,
 President, Chief Executive Officer, Director

 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

 TITLE

 DATE

 /s/
 John Balanko

 Chairman,
 President, Chief Executive Officer, Director

 April
 16, 2024

 John
 Balanko

 /s/
 Peter Miele

 Vice
 President, Chief Financial Officer, Secretary, Director

 April
 16, 2024

 Peter
 Miele

 Supplemental
Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities
Pursuant to Section 12 of the Act

 No
annual report covering the registrant's last fiscal year has been sent to the registrant's security holders, and no proxy
statement, form of proxy or other proxy soliciting material has been sent to the registrant's security holders with respect to
any annual or other meeting of security holders.

 The
registrant does not anticipate furnishing such report or proxy material to security holders subsequent to the filing of this annual report.