QWTR 10-K & 10-Q changes, risk factors and insider trading

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

During the year ended December 31, 2023,2024, we incurred $596,013$757,611 in total expenses, including $495,000 in management fees, $31,673$48,354 in professional fees, $20,674$18,794 in transfer agent and filing fees, $21,000 in rent, $9,021$3,468 in automotive expenses, $3,320$2,981 in telephone expenses, $14,825 $1,159 in office and miscellaneous expenses, expenses and $500 in depreciation.depreciation, plus $187,355 in consulting fees.

During the prior year, we incurred $1,191,707$596,013 in total expenses, including $629,647 in stock-based compensation expense, $450,000$495,000 in management fees, $51,874$31,673 in professional fees, $22,033 $20,674 in transfer agent and filing fees, $21,000 in rent, $10,050$9,021 in automotive expenses, $3,280 $3,320 in telephone expenses, $3,490$14,825 in office and miscellaneous expenses,expenses and $333$500 in depreciation.

The decreaseincrease of $595,694$161,598, or approximately 50%27%, in our total expenses between 20222023 and 20232024 was almost entirely attributable to the significant stock-based compensation expense we incurred in 2022.2024.

During the year ended December 31, 2023,2024, our cash increased by $3$1 as a result of our operating and financing activities, from $Nil$3 to $3.$4. As of of December 31, 2023,2024, 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 relyrelied on advances from related parties to continue operating and expect to do so for the foreseeable future.

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 AQUAtapTMAQUAtap™ Community Water Purification & Distribution systems as well as the employment of our WEPSTM WEPS™ technology, and we anticipate that we will require a minimum of $1,011,000 to pursue those plans.

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

We focus on the manufacture and sale of two products: our AQUAtapTMAQUAtap Community Water Purification and Distribution system and our WEPSTMWEPS (atmospheric Water Extraction and Purification System). Our AQUAtapTMAQUAtap system is an autonomous, decentralized, self-contained, solar-powered water purification and distribution system, while our WEPSTM is a unique, proprietary water extraction and purification system that produces clean drinking water from humidity in the atmosphere.

To date, we have focused our activities on the formation of safe water partnerships and the sale and installation of our products, with emphasis on our AQUAtapTMAQUAtap Community Water Purification & Distribution systems throughout North America, Bangladesh, Latin America, the Caribbean and Africa, with specific attention to the Democratic Republic of the Congo (the “DRC”), Angola and South Africa.

For the Three Months Ended JuneSeptember 30, 2025

We did not generate any revenue during the three months ended JuneSeptember 30, 2025 or 2024. 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.

During the three months ended JuneSeptember 30, 2025, we incurred $198,189$291,413 in total expenses, including $123,750$153,750 in management fees, $50,000$120,311 in marketing consulting fees,expenses, $9,489$11,000 in professional fees, $6,672$5,341 in transfer agent and filing fees, $7,057$817 in automotive expenses and $384 in telephone expenses, as offset by a recovery of $190 in office and miscellaneous expenses, $767 in automotive expenses, $412 in telephone expenses and $42 in depreciation.expenses. During the same period in the prior year, we incurred $140,415 $137,329 in total expenses, including $123,750 in management fees, $8,374$6,076 in professional fees, $5,791$3,864 in transfer agent and filing fees, $941 $1,921 in office and miscellaneous expenses, $806$859 in automotive expenses, $628$734 in telephone expenses and $125 in depreciation. Other than the $50,000 $120,311 in consultingmarketing feesexpenses that we incurred during the current quarter,quarter and the $30,000 year-over-year increase in management fees, our expenses were relatively consistent from period-to-period.

During the three months ended JuneSeptember 30, 2025, we incurred a net loss of $198,189,$291,413, whereas we incurred a net loss of $140,415$137,329 during the same same period in the prior year. Our net loss per share during the three months ended JuneSeptember 30, 2025 and 2024 was $0.002 and $0.001, respectively.

For the SixNine Months Ended JuneSeptember 30, 2025

We did not generate any revenue during the sixnine months ended JuneSeptember 30, 2025 or 2024. As described above, we anticipate that we will incur incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

During the sixnine months ended JuneSeptember 30, 2025, we incurred $339,494$630,907 in total expenses, including $247,500$401,250 in management fees, $120,311 in marketing expenses, $50,000 in consulting fees, $19,489$30,489 in professional fees, $10,643$15,984 in transfer agent and filing fees, $8,774$8,584 in office and miscellaneous expenses, $1,680$2,497 in automotive expenses, $1,241$1,625 in telephone expenses and $167 in depreciation. During the same period in the prior year, we incurred $472,725 $610,054 in total expenses, including $247,500$371,250 in management fees, $187,355 in consulting fees, $22,306 $28,382 in professional fees, $10,346$14,210 in transfer agent and filing fees, $1,758$3,679 in office and miscellaneous expenses, $1,692$2,551 in automotive expenses, $1,518 $2,252 in telephone expenses and $250 $375 in depreciation.

Except for the significant consulting fees we incurred during the prior year, which was entirely attributable to the granting of an aggregate of 3,750,000 options which vested during the first quarter of that year, and the increases in our marketing fees and management fees described above, our expenses were relatively consistent between the two periods.

During the sixnine months ended JuneSeptember 30, 2025, we incurred a net loss of $339,494$630,907 and a net loss per share of $0.003,$0.005, whereas we incurred a net loss of $472,725$610,054 and a net loss per share of $0.004$0.005 during the same period in the prior year. The increase was substantially attributable to the increase in our stock-based compensation expense from period-to-period as described above.

As of JuneSeptember 30, 2025 we had $66$9 in cash, $72,343$72,794 in total assets, $2,816,997$3,009,661 in total liabilities and a working capital deficiency of $3,003,593. $2,811,380. As of that date, we also had an accumulated deficit of $12,932,490.$13,223,903.

During the sixnine months ended JuneSeptember 30, 2025, we used $437,832$574,352 in net cash on operating activities, compared to $282,844$438,019 in net cash used on operating activities during the same period in the prior year. Although our adjusted net loss for the two periods was similar, certain changes changes in our operating assets and liabilities during the current period, notably the increaseincreases in the “dueaccounts topayable and related company liabilities” and decrease in the “due from related company” balances, meant that we spent more net cash.

We did not use any net cash on investing activities during the sixnine months ended JuneSeptember 30, 2025 or 2024.

We received $437,894$574,357 in net cash from financing activities during the sixnine months ended JuneSeptember 30, 2025, all of which was in the form of advances from related parties. During the same period in the prior year, we received $282,841$438,028 in net cash from financing activities, all of which was also in the form of advances from related parties.

During the sixnine months ended JuneSeptember 30, 2025, our cash increased by $62$5 as a result of our operating activities. As of that date, we did not have have sufficient cash resources to meet our operating expenses for the next month based on our then-current burn rate.

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 AQUAtapTMAQUAtap Community Water Purification & Distribution systems as well as the employment of our WEPSTM technology, technology, and we anticipate that we will require a minimum of $990,000 to pursue those plans.

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 JuneSeptember 30, 2025, we had a working capital deficiency of $2,811,380$3,003,593 and an accumulated accumulated deficit of $12,932,490.$13,223,903. Our continuation as a going concern is dependent upon the continued financial support from our creditors, our 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.