RPM Dental, Inc. (Form: 8-K, Received: 01/10/2012 15:11:28)

[Registered Holder]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2012

RPM DENTAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-168895	27-1994359
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

2030 Marine Drive, Suite 302 North Vancouver, BC		V7P 1V7
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

3285 Blazer Parkway, Suite 200

Lexington, Kentucky 40509

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Current Report on Form 8-K (this “Report”) contains forward-looking statements. The forward-looking statements are contained principally in the sections entitled “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes,” “seeks,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “would” and similar expressions intended to identify forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the factors described in the section captioned “Risk Factors” below. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Such statements may include, but are not limited to, information related to: anticipated operating results; relationships with our merchants and subscribers; consumer demand; financial resources and condition; changes in revenues; changes in profitability; changes in accounting treatment; cost of sales; selling, general and administrative expenses; interest expense; the ability to produce the liquidity or enter into agreements to acquire the capital necessary to continue our operations and take advantage of opportunities; legal proceedings and claims.

Also, forward-looking statements represent our estimates and assumptions only as of the date of this Report. You should read this Report and the documents that we reference and file or furnish as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available in the future.

USE OF CERTAIN DEFINED TERMS

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” or “the Company” are to the combined business of RPM Dental, Inc. and its consolidated subsidiaries.

In addition, unless the context otherwise requires and for the purposes of this Report only:

	●	“Closing Date” means January 6, 2012;
	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
	●	“Morita” means Josh Morita, our former President, Chief Executive Officer and a former member of our Board of Directors and the Company’s principal stockholder prior to the Share Exchange (as defined below);
	●	“Quest” refers to Quest Water Solutions, Inc., a Nevada corporation;
	●	“RPM Dental” refers to RPM Dental, Inc., a Delaware corporation;
	●	“RPM Kentucky” means RPM Dental Systems, LLC, a limited liability company formed in Kentucky and a wholly owned subsidiary of RPM Dental;
	●	“SEC” refers to the Securities and Exchange Commission;
	●	“Securities Act” refers to the Securities Act of 1933, as amended; and
	●	“Sloan” means Dr. Laura Justice Sloan, a former member of our Board of Directors prior to the Share Exchange (as defined below).

INTRODUCTION

On January 6, 2012, we entered into a series of transactions pursuant to which we acquired Quest, spun-out our prior operations to our former principal stockholders, directors and officers, and completed a private offering of our securities for an aggregate purchase price of approximately $600,000. The following summarizes the foregoing transactions:

●

Acquisition of Quest. We acquired all of the outstanding capital stock of Quest in exchange for the issuance of 2,568,493 shares of our common stock pursuant to a Share Exchange Agreement between us, our former principal stockholder, Quest and the former shareholders of Quest. As a result of this transaction, Quest became our wholly owned subsidiary and the former shareholders of Quest became our controlling stockholders. The transaction was accounted for as a reverse takeover/ recapitalization effected by a share exchange, wherein Quest is considered the acquirer for accounting and financial reporting purposes. For more information about the acquisition of Quest, see “Item 1.01—Share Exchange” and “Item 2.01—Description of Business—Our Corporate History and Background” of this Report.

John Balanko and Peter Miele, the former principal shareholders of Quest, each received one share of our newly designated Series A Voting Preferred Stock. Each holder shall be 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 quotient derived by dividing 0.4285 into the total number of votes of the common stock and any other capital stock of the Company (other than the Series A Voting Preferred Stock) having general voting rights. Therefore, each share of Series A Voting Preferred Stock entitles the holder thereof to approximately 35% of the voting power of our capital stock. Accordingly, John Balanko and Peter Miele, together, control more than 50% of the votes eligible to be cast by stockholders in the election of directors and generally. Please see “Item 2.01—Description of Securities—Series A Voting Preferred Stock.”

●

Spin-Out of RPM Dental Business. Immediately prior to the acquisition of Quest, we spin-out RPM Kentucky to Morita, our sole officer and director and principal stockholder, in exchange for 4,000,000 shares of our common stock held by Mr. Morita, such shares to be cancelled immediately following the acquisition. For more information about the spin-out of the RPM Dental business, see “Item 1.01—Spin-Out” and “Item 2.01—Description of Business—Our Corporate History and Background” of this Report.

●

Financing Transaction. Immediately following the acquisition of Quest, we completed a private offering of units consisting of an aggregate of (i) 119,900 shares of our common stock and (ii) warrants to purchase 119,900 shares of common stock which have a three-year term and a per share exercise price of $ 10.00. The aggregate purchase price of the units was $599,500. For more information on the financing transaction, see “Item 1.01—Financing Transaction” and “Item 2.01—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Transaction” of this Report.

As a result of the foregoing transactions, we are now a holding company operating through Quest, an innovative water technology company that provides sustainable and environmentally sound solutions to water scarce regions.

From inception until we completed the Share Exchange, our operations consisted of developing and providing referral marketing solutions service to dental and other medical professionals. During that time, we had minimal revenue and our operations were limited primarily to capital formation, organization, and development of our business plan. As such, we may be deemed a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). To the extent that we are deemed to be a shell company, and in accordance with the requirements of Item 2.01(a)(f) of Form 8-K, this Report sets forth information that would be required if the Company was required to file a general form for registration of securities on Form 10 under the Exchange Act with respect to its common stock (which is the only class of the Company’s securities subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon consummation of the Share Exchange).

Item 1.01

Entry into a Material Definitive Agreement.

Acquisition of Quest

On the Closing Date, we entered into a Share Exchange Agreement (the “Exchange Agreement”) with (i) Morita, (ii) Quest and (iii) the former shareholders of Quest (the “Quest Shareholders”) pursuant to which we acquired all of the outstanding capital stock of Quest from the Quest Shareholders in exchange for the issuance of 2,568,493 shares of our common stock to the Quest Shareholders (the “Share Exchange”). The shares issued to the Quest Shareholders in the Share Exchange constituted approximately 62.74% of our issued and outstanding shares of common stock as of and immediately after the consummation of the Share Exchange. As a result of the Share Exchange, Quest became our wholly owned subsidiary and John Balanko and Peter Miele, the former shareholders of Quest, became our principal stockholders.

Series A Voting Preferred Stock

The foregoing description of the Share Exchange Agreement and Series A Voting Preferred Stock is qualified in its entirety by reference to the provisions of the Exchange Agreement and Certificate of Designation For Series A Voting Preferred Stock filed as Exhibit 2.1 and 3.3 to this Report, which are incorporated by reference herein.

Spin-Out of RPM Dental Business

On the Closing Date and prior to the Share Exchange, we entered into an agreement of sale (the “Agreement of Sale”) with Morita pursuant to which we sold to Morita all of our equity interest in RPM Kentucky in exchange for a total of 4,000,000 shares of our common stock held by Morita (the “Spin-Out”). The shares of common stock acquired from Morita in the Spin-Out were cancelled following the Share Exchange.

The foregoing description of the Spin-Out and the Agreement of Sale is qualified in its entirety by reference to the provisions of the Agreement of Sale filed as Exhibit 10.1 to this Report, which is incorporated by reference herein.

Financing Transaction

On the Closing Date and immediately following the Share Exchange, we completed a private offering (the “Offering”) of units consisting of an aggregate of (i) 119,900 shares of our common stock (the “Shares”), and (ii) warrants to purchase 119,900 shares of common stock which have a three-year term and an initial per share exercise price of $ 10.00, subject to adjustment as described below (the “Warrants”). The price per unit was $5.00 for an aggregate purchase price of $599,500 (the “Purchase Price”).

Subscription Agreement

The units were offered and sold to the subscribers in the Offering (each, a “Subscriber” and collectively the “Subscribers”) pursuant to a subscription agreement dated as of the Closing Date (the “Subscription Agreement”).

Antidilution Protection. Subject to certain exceptions, if at any time during the six (6) months following the closing of the Offering the Company issues or sells shares of its common stock at a price per share less than $6.25 (as adjusted for any stock dividend, stock split, stock combination or other similar transaction), the Company is required to promptly thereafter issue to each Subscriber following such new issuance that number of shares of its common stock equal to the greater of (I) zero and (II) the difference of (i) the quotient of (x) such Subscriber’s Purchase Price divided by (y) the price per share of the new issuance, less (ii) the number of shares of common stock previously issued to such Subscriber pursuant to the Subscription Agreement (as adjusted for any stock dividend, stock split, stock combination or other similar transaction).

Forward Split. The Company intends to effectuate a 1:20 forward stock split of its common stock (the “Forward Split”) as soon as reasonably practicable following the closing of the Offering. Accordingly, the equivalent price per share of the Shares immediately following the Forward Split shall be $0.25; and (ii) the exercise price of the Warrants immediately following the Forward Split (assuming no other adjustments to the exercise price of the Warrants) shall be $0.50 per share.

Warrants

The Warrants have a three-year term and are exercisable for an aggregate of 119,900 shares of our common stock at an initial per share exercise price of $10.00, subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes. The Warrants can be exercised on a cash or cashless basis.

Registration Rights Agreement

On the Closing Date and in connection with Offering, we entered into a registration rights agreement (the “Registration Rights Agreement”) with the Subscribers granting the Subscribers piggy-back registration rights with respect to the Shares and the shares of common stock underlying the Warrants (the “Warrant Shares”).

Lock-Up and Leak-Out Agreements

On the Closing Date and in connection with the Offering, we entered into lock-up agreements (collectively, the “Lock-Up Agreements”) with each of the Quest shareholders who receive shares of common stock in the Share Exchange, pursuant to which each of them agreed not to transfer any of our capital stock held directly or indirectly by them for a twelve month period following the closing of the Offering.

In addition, we entered into lock-up/leak-out agreements (the “Lock-Up/Leak-Out Agreements”) with John Balanko, our newly appointed Chairman of our Board of Directors, President and Chief Executive Officer, and Peter Miele, our newly appointed Director, Vice President and Secretary, pursuant to which each of them agreed not to transfer any of our capital stock held directly or indirectly by him for a twelve month period following the closing of the Offering and for the six months thereafter to limit any transfers to 0.5% of the shares of common stock, up to a maximum of 5,000 shares of common stock on any single day.

The foregoing descriptions of the Offering, Subscription Agreement, Warrants, Registration Rights Agreement and the Lock-Up Agreements and the Lock-Up/Leak-Out Agreements are qualified in their entirety by reference to the provisions of the Subscription Agreement, form of Warrant, Registration Rights Agreement, the Lock-Up Agreement and the Lock-Up/Leak-Out Agreement filed as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to this Report, respectively, which are incorporated by reference herein.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 of this Report regarding the Share Exchange and Spin-Out is incorporated herein by reference in its entirety.

FORM 10 DISCLOSURE

As disclosed elsewhere in this Report, we acquired Quest on the Closing Date pursuant to the Share Exchange, which was accounted for as a recapitalization effected by a share exchange. Item 2.01(f) of Form 8-K provides that if the Company was a shell company, other than a business combination related shell company (as those terms are defined in Rule 12b-2 under the Exchange Act) immediately before the Share Exchange, then the Company must disclose the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting all classes of the Company’s securities subject to the reporting requirements of Section 13 of the Exchange Act upon consummation of the Share Exchange.

To the extent that the Company was deemed to be a shell company immediately before the Share Exchange, we are providing below the information that we would be required to disclose on Form 10 under the Exchange Act if we were to file such form. Please note that the information provided below relates to the combined Company after the acquisition of Quest, except that information relating to periods prior to the date of the Share Exchange relate only to Quest unless otherwise specifically indicated.

DESCRIPTION OF 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 developing countries.

Our goal is to address the vital issue of water quality and water supply by providing an alternative, sustainable source of pure water at the smallest possible environmental cost to global areas in need, while becoming a leading company in providing turn-key solutions using alternative energy for the purification, desalination, and distribution of clean drinking water.

Our Corporate History and Background

We were incorporated under the laws of Delaware on February 25, 2010. From 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. RPM Dental Systems, LLC was formed on September 15, 2009, under the laws of the Commonwealth of Kentucky (“RPM Kentucky”). On March 23, 2010, we acquired RPM Kentucky as our wholly owned subsidiary. 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, we now operate as an innovative water technology company that provides sustainable and environmentally sound solutions to water scarce regions.

Quest was incorporated under the laws of Nevada on October 20, 2008. Its operations to date have consisted of business formation, strategic development, marketing, technologies development, negotiations with technologies companies and capital raising activities. Quest has not generated any revenues since its inception.

Acquisition of Quest

On the Closing Date, we completed the Share Exchange whereby we acquired all of the issued and outstanding capital stock of Quest in exchange for 2,568,493 shares of our common stock which shares constituted approximately 62.74% of our issued and outstanding shares of common stock as of and immediately after the consummation of the Share Exchange.

As a result of the Share Exchange, Quest 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 as the accounting acquirer and the Company the accounting acquiree. Unless the context suggests otherwise, when we refer in this Report to business and financial information for periods prior to the consummation of the Share Exchange, we are referring to the business and financial information of Quest.

In connection with the Share Exchange, Morita and Sloan resigned as members of our Board of Directors and Morita resigned as sole officer of the Company, effective upon the closing of the Share Exchange. Also effective upon 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 Morita and 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.

As a result of our acquisition of Quest, Quest became our wholly owned subsidiary and we have assumed the business and operations of Quest. We plan to change our name to more accurately reflect our new business operations.

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 1.1 to 1.4 billion.

The consequences of lack of safe water are severe. The United Nations’ World Health Organization estimates that more than three billion cases of illness and five million deaths - the majority children - can be attributed annually to unsafe water. The death rate for children alone is estimated at one every eight seconds. Those numbers may rise in the early years of this century. World population surpassed seven billion in 2011. It is expected to top eight billion by 2028. Most of the increases are expected to be in developing countries, increasing pressure on already inadequate water resources.

In Angola, almost three decades of civil war devastated water systems across the country, leaving millions of people without clean, reliable municipal water supplies or basic sanitation. Presently, the quality of water is still very poor, and in fact is considered harmful to public health. Due to these increasing health risk concerns, the government of Angola launched a $650 million “Water for All” initiative in 2007 with the aim to provide clean drinking water to 80% of its rural population by 2012.

Products and Markets

We focus on the manufacture and sale of two products: community drinking water stations and water extraction and purification systems, or WEPS TM . Our community drinking water station is an autonomous, decentralized, self-contained, solar-powered water purification and distribution system, while 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 growing population with access to safe and clean drinking water, with primary focus in water scarce region.

We have focused our activities among the fifteen countries of the Southern African Development Community (“SADC”) with specific attention to Angola. There is a vast and increasing demand for sustainable, cost-effective, and decentralized continuous supply of clean drinking water in most areas of the SADC. We provide clean drinking water to end-users utilizing various formats of our water purification and distribution systems that include inexpensive bulk drinking water and government subsidized community level drinking water. Applications of our systems include rural and urban community water supply, water supply for household needs, remote work site camps, and water supply for disaster relief.

Community Drinking Water Station

We have developed a proprietary community drinking water station 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 fresh water into 10,000 to 25,000 litres of high quality drinking water each day. Reverse osmosis and ultrafiltration purification remove all suspended solids, turbidity, viruses, bacteria and most organic compounds. The system uses no chemicals in the pre- or post-purification process, keeping maintenance time and costs to a minimum. The source water is pumped from a contaminated or saline source into an auto back flushing sand filter, through three sets of auto back flushing 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. The purified water is then pumped through an ultraviolet sterilization unit prior to being pumped into a holding tank, 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 an array of photovoltaic panels.

Our target market for this product includes non-governmental organizations, governmental agencies, land developers, local communities, and local water suppliers in developed and developing countries. We utilized ultrafiltration membranes to fabricate and assemble our first two community drinking water stations in the second quarter of 2011. We plan to officially launch them in January 2012 in Angola.

Water Extraction and Purification System (“WEPS TM ”)

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; 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 becoming 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 residential supply. The systems are modular and scalable in design, allowing for water production from a few thousand to millions of litres per day.

Growth Strategy

Our management has worked diligently since 2008 establishing business relationships with key government officials and ministries in Angola, including the Ministries of Industry, Health, Rural Development, and Energy and Water departments. In late 2009, while the management was in Angola, the Secretary of State of Industry requested us to design and construct an autonomous water purification and distribution system that would be appropriate for use in rural communities throughout Angola, keeping in mind that there is little to no grid power and virtually no infrastructure in the majority of these locations. After numerous months and much deliberation on which technologies to utilize within the end product, we completed the design of our current community drinking water station. With engineering, technical, and manufacturing assistance from our technology partner, Trunz Water Systems AG, the first two units were fabricated and assembled in Switzerland in the second quarter of 2011.

We will install and demonstrate the first two community drinking water stations in Angola upon request, and on behalf, of the Angolan Ministry of Industry under the country’s ‘Water for All’ initiative. The Angolan Ministry of Industry is responsible for the technical assessment and evaluation of all new water technologies intended for use under the Water for All program. The Secretary of State for Industry has invited us to demonstrate both of our community drinking water stations in Angola for assessment: one system in a rural community of 250 people approximately 50 kilometres to the east of the capital city of Luanda, and the second system within the slums of the city of Luanda. As a result, the first two units have been shipped to Angola in mid December 2011, and will arrive in Angola in mid January 2012. We plan to install these systems in early February 2012. It is anticipated that if the assessment proves successful, the Angolan government will purchase many more community drinking water stations to help fulfill its Water for All initiative. The Company and the Secretary of State for Industry are in discussions for setting up a facility in Angola to assemble our community drinking water stations if the assessment of our products proves successful.

Currently, only 50% of the population of Angola has access to an improved drinking water source. We believe that we will play an important role to help alleviate this problem by providing access to clean drinking water through the use of our community drinking water stations. No assurance can be given that we will be successful in completing sales contracts for the initial community drinking water station units or in consummating sales for additional units.

In keeping with our long-term growth strategy, our secondary business objective is to address the vital issue of water quality and bottled-water supply in Angola through our majority-owned subsidiary, Agua Cuilo Lda. Agua Cuilo Lda. plans to construct and operate a water production and bottling plant in Angola. The plant will employ our proprietary WEPS TM technology for the production of water source. The bottling operation will compete economically and environmentally with conventional bottled water production. 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 absolutely no chemicals utilized in the process. Reducing environmental impact and costs are goals of our water production and bottling plant. In addition, Agua Cuilo Lda. will manufacture 100% of its biodegradable PET (polyethylene terephthalate) packaging in its plant, saving the energy required to transport thousands of truckloads of empty bottles to its facilities. Agua Cuilo Lda., as a new provider of pure bottled water based within the country, will have an immediate and major cost-competitive and environmental advantage. No assurance can be given that Agua Cuilo Lda., will be successful in consummating sales for its bottled water products.

Suppliers

Many of the components are readily available from multiple world-wide manufacturers. We use specific suppliers for certain proprietary components and technologies employed within our products. Our suppliers include Trunz Water Systems AG, Trojan Technologies and UV Pure.

Competition

We have identified the need to supply clean drinking water to rural and urban communities in developing countries by providing economically viable, turnkey solutions. We believe this is a good opportunity for the Company 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 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 underdeveloped nations of the world.

We have identified a few companies that manufacture equivalently sized water purification systems, but may or may not have similarities to our community drinking water station. Our competitors are Cardinal Resources, Inc., SwissINSO Holding, Inc., WorldWater & Solar Technologies, Inc., PureSafe Water Systems, Inc., Global Water Group, Inc., Nirosoft Industries Ltd. and Rodi Systems Corporation, etc. We believe that we have the following competitive advantages as compared to our competitors:

●	Our systems not only purify and store the produced water, but also contain a distribution point for the end user.

●	Our systems are 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).

●

Our systems have higher qualities as compared to our competitors’ for the specific market that we are pursuing. For example, one competitor manufactures only a mobile disaster relief system that is cost prohibitive and not suitable for use in the target markets. Their units include redundant systems for their identified target market, rendering it cost inefficient for the intended markets. They also operate from grid or generator power and do not offer solar power as an option, rendering their system unsuitable for the target markets. Another competitor markets a large reverse osmosis system that is possibly suitable for larger markets or when greater amounts of water are required. It is not a suitable product for our target market in that it utilizes only reverse osmosis membranes, which, if the source water is contaminated fresh water, renders it somewhat excessive and too expensive for the target markets. Purifying contaminated fresh water as opposed to saline water, reverse osmosis requires a greater amount of power to operate; hence a large array of solar panels is required, making the system far too expensive to operate, when an ultrafiltration membrane and a smaller array of solar panels would suffice to produce the same quantity of water.

The markets in which we intend to operate are highly competitive with respect to performance, quality and price. We anticipate that we will directly compete with those competitors which we identified above, as well as with other local, regional and water treatment service and equipment providers. In the future, we also 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

We developed WEPS TM , a proprietary process that extracts moisture from the atmosphere to produce potable water. While the system incorporates elements of proven technology (dehumidification and refrigeration), we have designed proprietary processes that capture the water from air more efficiently and economically. A further proprietary process incorporated into the system ensures the integrity of the water after production, thereby eliminating the production of bio film, ultimately inhibiting the growth of bacteria.

Agreement with Trunz Water Systems AG

On June 29, 2011, we entered into a Global Cooperation Partner Agreement with Trunz Water Systems AG (“TWS”) of Switzerland for the use of their proprietary technologies that serve as the core of its community drinking water stations. This agreement brings a breadth of fully-developed, proven technologies to us, thereby minimizing development time, costs and risks. Our technologies include an auto-back flushing pre-filtration technology and reverse osmosis membrane technology from TWS whose low energy consumption permits the entire water purification process to be powered using solar energy. Under the agreement, we will continue to develop new products with the assistance of, and in cooperation with TWS allowing us to maintain ownership of the end product. TWS will market our community drinking water station system on a worldwide basis along with other products that are co-developed, with a royalty being paid to us for each system sold. In addition to this, we have the rights to market all the products of TWS on a worldwide basis, and as an official dealer in Canada and Angola, which will be sold under our brand. Pursuant to the agreement, TWS will also provide design engineering services, technical assistance, fabrication, manufacturing, and consultancy and other services as requested by us.

Employees

As of the Closing Date, we had two full time employees and no part time employees. From time to time, we may hire additional workers on a contract basis as the need arises.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this Report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our shares of common stock could decline and you may lose all or part of your investment. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this Report.

Risks Related to Our Business

We have a history of operating losses and there can be no assurance that we can achieve or maintain profitability.

We have a history of operating losses and may not achieve or sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability and our failure to do so would adversely affect the Company’s business, including our ability to raise additional funds.

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.

Our financial statements have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued a report that included an explanatory paragraph referring to our working capital deficiency, recurring net losses and negative cash flows from operations and expressing substantial doubt in our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity financing or other capital, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate revenue. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. However, if adequate funds are not available to us when we need it, and we are unable to enter into some form of strategic relationship that will give us access to additional cash resources, we will be required to even further curtail our operations which would, in turn, further raise substantial doubt about our ability to continue as a going concern.

Technological change and competition may render our products obsolete.

The water purification industry continues to undergo rapid change, competition is intense and we expect it to continually increase. Competitors may succeed in developing technologies and products that are more effective or affordable than any that we are developing or that would render our technology and products obsolete or noncompetitive. Many of our competitors have substantially greater experience, financial and technical resources and production and development capabilities than we do. Accordingly, some of our competitors may succeed in obtaining regulatory approval for products more rapidly or effectively than us can for technologies and products that are more effective and/or affordable than any that we are developing.

Our business is highly competitive. Competition presents an ongoing threat to the success of our business.

The water purification industry is extremely competitive. We expect to increasingly compete against other large businesses, which have launched initiatives which are directly competitive to our business. We believe that our ability to compete depends upon many factors both within and beyond our control, including the following:

●	our ability to establish collaborative relationship with local government in the targeted markets;

●	selling and marketing efforts;

●	ease of use, performance, price and reliability of services offered either by us or our competitors;

●	our ability to develop technologies that are effective and affordable to the targeted market;

●	our ability to cost-effectively manage our operations; and

●	our reputation and brand strength relative to our competitors.

Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources than we do. These factors may allow our competitors to respond more quickly than we can to new or emerging technologies. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to generate revenue more effectively than we do.

We currently focus on the Angola market. Our operations and development are highly dependent on our success in consummating sales of community drinking water station units and/or bottled water products to the Angola government. The failure to complete the sales could materially adversely affect our operations and revenues.

We have worked diligently since 2008 establishing business relationships with key government officials and ministries in Angola and we plan to install two community drinking water stations in Angola in early January 2012. It is anticipated that if the assessment proves successful, the Angolan government will purchase many more community drinking water stations. However, no assurance can be given that we will be successful in completing sales contracts for the initial community drinking water station units or in consummating sales for additional units. We also plan to construct and operate a water production and bottling plant in Angola through our subsidiary Agua Cuilo Lda. No assurance can be given that Agua Cuilo Lda., will be successful in consummating sales for its bottled water products. We are focusing and are highly dependent on the Angola market. The failure to complete the sales of community drinking water stations or the bottled water products will have an adverse effect on our business, financial condition and results of operations.

The Angolan government exerts substantial influence over the manner in which we must conduct our business activities. If we cannot maintain our business relationship with the Angolan government, we may not be able to consummate the proposed sales of the community drinking water station units or the bottled water products in Angola and therefore may harm our business.

We are dependent on our relationship with the local government in which we operate our business. Angolan government has exercised and continues to exercise substantial control over virtually every sector of its economy. Our ability to operate in Angola may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. Our management has worked diligently since 2008 establishing business relationships with key government officials and ministries in Angola, including the Ministries of Industry, Health, Rural Development, and Energy and Water departments. We will install and demonstrate the first two community drinking water stations in Angola upon request, and on behalf, of the Angolan Ministry of Industry under the country’s ‘Water for All’ initiative. If we cannot maintain our business relationship with the Angolan government, we may not be able to consummate the proposed sales of the community drinking water station units or the bottled water products in Angola and therefore may harm our business. Additionally, government actions in the future, including any decision not to continue to support recent economic policies, such as the ‘Water for All’ initiative, could delay or terminate our plan to install the water stations and thereby harm the market for our products.

Our business depends substantially on the continuing efforts of our senior management and other key personnel, and our business may be severely disrupted if we lost their services.

Our future success heavily depends on the continued service of our senior management and other key employees. If one or more of our senior executives are unable or unwilling to continue to work for us in their present positions, we may have to spend a considerable amount of time and resources searching, recruiting, and integrating the replacements into our operations, which would substantially divert management’s attention from our business and severely disrupt our business. This may also adversely affect our ability to execute our business strategy. Moreover, if any of our senior executives joins a competitor or forms a competing company, we may lose customers, suppliers, know-how, and key employees.

Our senior management’s limited experience managing a publicly traded company may divert management’s attention from operations and harm our business.

Our senior management team has relatively limited experience managing a publicly traded company and complying with federal securities laws, including compliance with recently adopted disclosure requirements on a timely basis. Our management will be required to design and implement appropriate programs and policies in responding to increased legal, regulatory compliance and reporting requirements, and any failure to do so could lead to the imposition of fines and penalties and harm our business.

We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.

Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee, including members of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

Product liability exposure may expose us to significant liability.

We may face an inherent business risk of exposure to product liability and other claims and lawsuits in the event that the development or use of our technology or prospective products is alleged to have resulted in adverse effects. We may not be able to avoid significant liability exposure. Although we believe our insurance coverage to be adequate, we may not have sufficient insurance coverage, and we may not be able to obtain sufficient coverage at a reasonable cost. An inability to obtain product liability insurance at acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the commercialization of our products. A product liability claim could hurt our financial performance. Even if we avoid liability exposure, significant costs could be incurred that could hurt our financial performance and condition.

Our inability to protect our intellectual property rights may force us to incur unanticipated costs.

Our success will depend, in part, on our ability to obtain and maintain protection in the United States and other countries for certain intellectual property incorporated into our water purification systems and our proprietary methodologies. Our intellectual properties may be challenged, narrowed, invalidated or circumvented, which could limit our ability to prevent competitors from marketing similar solutions that limit the effectiveness of our patent protection and force us to incur unanticipated costs. In addition, existing laws of some countries in which we may provide services or solutions may offer only limited protection of our intellectual property rights.

Our products may infringe the intellectual property rights of third parties, and third parties may infringe our proprietary rights, either of which may result in lawsuits, distraction of management and the impairment of our business.

As the number of patents, copyrights, trademarks and other intellectual property rights in our industry increases, products based on our technology may increasingly become the subject of infringement claims. Third parties could assert infringement claims against us in the future. Infringement claims with or without merit could be time consuming, result in costly litigation, cause product shipment delays or require us to enter into royalty or licensing agreements. Royalty or licensing agreements, if required, might not be available on terms acceptable to us, or at all. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation to determine the validity of any claims, whether or not the litigation is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel from productive tasks. If there is an adverse ruling against us in any litigation, we may be required to pay substantial damages, discontinue the use and sale of infringing products, and expend significant resources to develop non-infringing technology or obtain licenses to infringing technology. Our failure to develop or license a substitute technology could prevent us from selling our products.

We will incur increased costs as a result of being a public company.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as new rules and regulations subsequently implemented by the SEC, the Public Company Accounting Oversight Board (the “PCAOB”), impose additional reporting and other obligations on public companies. We expect that compliance with these public company requirements will increase our costs and make some activities more time-consuming. A number of those requirements will require us to carry out activities we have not done previously. For example, we will adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our accountants identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. We also expect that it will be difficult and expensive to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified persons to serve on the Company’s board of directors or as executive officers. Advocacy efforts by stockholders and third parties may also prompt even more changes in corporate governance and reporting requirements. We expect that the additional reporting and other obligations imposed on us by these rules and regulations will increase our legal and financial compliance costs and administrative fees significantly. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

As a Delaware corporation, we are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Some foreign companies, including some that may compete with our company, may not be subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time-to-time in the Angola or any other countries in which we conduct our business. However, our employees or other agents may engage in conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Ownership of Our Common Stock

John Balanko and Peter Miele have voting control over matters submitted to a vote of the stockholders, and they may take actions that conflict with the interests of our other stockholders and holders of our debt securities.

In connection with the Share Exchange, John Balanko and Peter Miele each received one share of our newly designated Series A Voting Preferred Stock in addition to shares of our common stock. Each holder shall be 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 quotient derived by dividing 0.4285 into the total number of votes of the common stock and any other capital stock of the Company (other than the Series A Voting Preferred Stock) having general voting rights. Therefore, each share of Series A Voting Preferred Stock entitles the holder thereof to approximately 35% of the voting power of our capital stock. Accordingly, John Balanko and Peter Miele, together, control more than 50% of the votes eligible to be cast by stockholders in the election of directors and generally. As a result, Messrs. Balanko and Miele have the power to control all matters requiring the approval of our stockholders, including the election of directors and the approval of mergers and other significant corporate transactions, following the Share Exchange.

Our common stock is quoted on the OTC Bulletin Board which may have an unfavorable impact on our stock price and liquidity.

Our common stock is quoted on the OTCBB, which is a significantly more limited trading market than the New York Stock Exchange or The NASDAQ Stock Market. The quotation of the Company’s shares on the OTCBB may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future.

There is limited liquidity on the OTC Bulletin Board which may result in stock price volatility and inaccurate quote information.

When fewer shares of a security are being traded on the OTCBB, volatility of prices may increase and price movement may outpace the ability to deliver accurate quote information. Due to lower trading volumes in shares of our common stock, there may be a lower likelihood of one’s orders for shares of our common stock being executed, and current prices may differ significantly from the price one was quoted at the time of one’s order entry.

If we are unable to adequately fund our operations, we may be forced to voluntarily file for deregistration of our common stock with the SEC.

Compliance with the periodic reporting requirements required by the SEC consumes a considerable amount of both internal, as well external, resources and represents a significant cost for us. We estimate that we will incur approximately $250,000 in costs in connection with compliance with the periodic reporting requirements required by the SEC on an annual basis. If we are unable to continue to devote adequate funding and the resources needed to maintain such compliance, while continuing our operations, we may be forced to deregister with the SEC. If we file for deregistration, our common stock will no longer be listed The OTC Bulletin Board, and it may suffer a decrease in or absence of liquidity as after the deregistration process is complete, our common stock will only be tradable on the “Pink Sheets.”

Because we became public by means of a “reverse merger,” we may not be able to attract the attention of major brokerage firms.

Additional risks may exist since we will become public through a “reverse merger.” Securities analysts of major brokerage firms may not provide coverage of us since there is little incentive to brokerage firms to recommend the purchase of our common stock. We cannot assure you that brokerage firms will want to conduct any secondary offerings on behalf of our company in the future.

The sale of securities by us in any equity or debt financing could result in dilution to our existing stockholders and have a material adverse effect on our earnings.

Any sale of common stock by us in a future private placement offering could result in dilution to the existing stockholders as a direct result of our issuance of additional shares of our capital stock. In addition, our business strategy may include expansion through internal growth, by acquiring subscribers email lists, or by establishing strategic relationships with targeted customers and vendor. In order to do so, or to finance the cost of our other activities, we may issue additional equity securities that could dilute our stockholders’ stock ownership. We may also assume additional debt and incur impairment losses related to goodwill and other tangible assets if we acquire another company and this could negatively impact our earnings and results of operations.

Future sales of our common stock in the public market could lower the price of our common stock and impair our ability to raise funds in future securities offerings.

Future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the then prevailing market price of our common stock and could make it more difficult for us to raise funds in the future through a public offering of our securities.

Our common stock is thinly traded, so you may be unable to sell at or near asking prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

Currently, the Company’s common stock is quoted in the OTCBB and future trading volume may be limited by the fact that many major institutional investment funds, including mutual funds, as well as individual investors follow a policy of not investing in OTCBB stocks and certain major brokerage firms restrict their brokers from recommending OTCBB stocks because they are considered speculative, volatile and thinly traded. The OTCBB market is an inter-dealer market much less regulated than the major exchanges and our common stock is subject to abuses, volatility and shorting. Thus, there is currently no broadly followed and established trading market for the Company’s common stock. An established trading market may never develop or be maintained. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. Absence of an active trading market reduces the liquidity of the shares traded there.

The trading volume of our common stock has been and may continue to be limited and sporadic. As a result of such trading activity, the quoted price for the Company’s common stock on the OTCBB may not necessarily be a reliable indicator of its fair market value. Further, if we cease to be quoted, holders would find it more difficult to dispose of our common stock or to obtain accurate quotations as to the market value of the Company’s common stock and as a result, the market value of our common stock likely would decline.

Our common stock is subject to price volatility unrelated to our operations.

The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting the Company’s competitors or the Company itself. In addition, the OTCBB is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

Our common stock is subject to the 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 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 persons with assets in excess of $1,000,000 (excluding the value of such person’s primary residence) 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 such security 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 the 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 the Company’s stockholders to sell their shares of common stock.

There can be no assurance that our shares of common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock was exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock if the SEC finds that such a restriction would be in the public interest.

Our Board of Directors’ ability to issue undesignated preferred stock and the existence of anti-takeover provisions may depress the value of our common stock.

Our authorized capital includes 5,000,000 shares of undesignated preferred stock, of which two (2) shares are designated as shares of Series A Voting Preferred Stock in connection with the Share Exchange. Please see “Description of Securities—Series A Voting Preferred Stock” and the certificate of designation attached hereto as Exhibit 3.3 for additional information as to the terms of the Series A Voting Preferred Stock. Our Board of Directors has the power to issue any or all of the shares of preferred stock, including the authority to establish one or more series and to fix the powers, preferences, rights and limitations of such class or series, without seeking stockholder approval. Further, as a Delaware corporation, we are subject to provisions of the Delaware General Corporation Law regarding “business combinations.” Our Board of Directors may, in the future, consider adopting additional anti-takeover measures. The authority of our board of directors to issue undesignated stock and the anti-takeover provisions of Delaware law, as well as any future anti-takeover measures adopted by us, may, in certain circumstances, delay, deter or prevent takeover attempts and other changes in control of us that are not approved by our Board of Directors. As a result, our stockholders may lose opportunities to dispose of their shares at favorable prices generally available in takeover attempts or that may be available under a merger proposal and the market price, voting and other rights of the holders of common stock may also be affected.

We do not expect to pay dividends in the foreseeable future.

We do not intend to declare dividends for the foreseeable future, as we anticipate that we will reinvest any future earnings in the development and growth of our business. Therefore, our stockholders will not receive any funds unless they sell their common stock, and stockholders may be unable to sell their shares on favorable terms or at all.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The information and financial data discussed below is derived from the audited financial statements of Quest for its fiscal years ended December 31, 2010 and 2009, and the unaudited financial statements of Quest for its nine month periods ended September 30, 2011 and 2010. The financial statements of Quest were prepared and presented in accordance with generally accepted accounting principles in the United States. The information and financial data discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes of Quest contained elsewhere in this Report. The financial statements contained elsewhere in this Report fully represent Quest’s financial condition and operations; however, they are not indicative of the Company’s future performance. See “Cautionary Note Regarding Forward Looking Statements” above for a discussion of forward-looking statements and the significance of such statements in the context of this 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 turn-key solutions using alternative energy for the purification, desalination, and distribution of clean drinking water.

Our operations to date have consisted of business formation, strategic development, marketing, technologies development, negotiations with technologies companies and capital raising activities. We have not generated any revenues since our inception.

Recent Events

Reorganization

In 2011, Quest and Quest-Canada completed a corporate reorganization pursuant to which Quest became the parent and sole shareholder of Quest-Canada and the shareholders of Quest-Canada became shareholders of Quest. Prior to the reorganization, Quest had been a subsidiary of Quest-Canada.

Bridge Financings

In September 2011, Quest and SIHL Investments International Corp. (“SIHL”) entered into that certain Bridge Loan Agreement pursuant to which Quest issued a convertible secured debenture (the “Quest Debenture”) in the aggregate principal amount of $200,000 to SIHL. In October 2011, Quest issued convertible promissory notes (each, a “Quest Note” and collectively the “Quest Notes”) to certain investors (each, a “Quest Note Holder” and collectively the “Quest Note Holders”) in the aggregate principal amount of $25,500. The Quest Note Holders and SIHL (collectively, the “Quest Bridge Investors”) converted all of the outstanding principal amount of the Quest Notes and Quest Debenture (the “Quest Bridge Debt Instruments”), as applicable, into an aggregate of 1,127,500 shares of Quest’s common stock prior to the closing of the Share Exchange and received 112,750 shares of the Company’s common stock in the Share Exchange.

Results of Operations

The following table summarizes changes in selected operating indicators of the Company, illustrating the relationship of income and expense items to net loss for the respective periods presented (components may not add or subtract to totals due to rounding):

	Nine Months Ended September 30,				Fiscal
	2011		2010		2010			2009
Revenue	$	–		–		–			–
Loss before other income (expense)	$	(336,185)		(217,006)		(306,901	)		(544,056	)
Total other income (expense)	$	(72,876)		7,902		(245	)		(1,836	)
Net loss	$	(409,061)		(209,104)		(307,146	)		(545,892	)

Nine Months Ended September 30, 2011 Compared with Nine Months Ended September 30, 2010

Revenue

Quest’s operations to date have consisted of business formation, strategic development, marketing, technologies development, negotiations with technologies companies and capital raising activities. Quest has not generated any revenues since its inception.

Expenses

Total expenses for the nine months ended September 30, 2011 were $336,185 compared with $217,006 for the nine months ended September 30, 2010, reflecting an increase of 55%. The increase in expenses is mostly attributed to an increase in professional fees and consulting fees incurred.

Other income (expense)

Other income (expense) for the nine months ended September 30, 2011 was $(72,876) which consisted of $65,205 for the accretion of discounts on convertible notes payable and $7,671 of interest expense. For the nine months ended September 30, 2010, other income was $7,902 for a gain on settlement of debt.

Net loss

For the nine months ended September 30, 2011, Quest experienced a loss of $409,061 compared with a net loss of $209,104 for the nine months ended September 30, 2010.

Fiscal 2010 Compared With Fiscal 2009

Revenue

Expenses

Total expenses for the year ended December 31, 2010 were $306,901 compared with $544,056 for the year ended December 31, 2009, reflecting a decrease of 43.6%. The decrease in expenses is mostly attributed to significantly lower consulting fees, professional fees and travel expenses incurred for the development of the business.

Other income (expense)

Other income (expense) for the year ended December 31, 2010 was $(245) compared with $(1,836) for the year ended December 31, 2009.

Net loss

For the year ended December 31, 2010, we experienced a loss of $307,146 compared with a net loss of $545,892 for the year ended December 31, 2009.

Liquidity and Capital Resources

As of September 30, 2011, Quest had cash of $87,213. The following table provides a summary of the Company’s net cash flows from operating, investing, and financing activities.

	Nine Months Ended September 30,				Fiscal
	2011		2010		2010			2009
Net cash used in operating activities	$	(284,794)	$	(5,482)	$	(96,403	)	$	(170,059	)
Net cash provided by (used in) investing activities		(204,069)		–		26,938			(39,842	)
Net cash provided by financing activities		565,000		5,000		80,000			210,442
Increase (decrease) in cash		76,137		(482)		10,535			–
Cash, beginning of period		11,076		541		541			–
Cash, end of period		87,213		59		11,076			541

Net cash flow from operating activities

Net cash used in operating activities increased by $279,312 for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010. Net cash used in operating activities decreased by $73,656 for the year ended December 31, 2010 as compared to the year ended December 31, 2009.

Net cash flow from investing activities

Net cash of $204,069 used in investing activities for the nine months September 30, 2011 for the purchase of property and equipment compared to $nil for the nine months ended September 30, 2010.

Net cash of $26,938 provided by investing activities in fiscal 2010 consisted of proceeds of $28,418 from a note receivable offset by $1,480 used for the purchase of property and equipment. Net cash of $39,842 used in investing activities in fiscal 2009 consisted of a note receivable of $28,418 and $11,424 for the purchase of property and equipment.

Net cash flow from financing activities

Net cash provided by financing activities was $565,500 for the nine months ended September 30, 2011 which consisted of the issuance of convertible notes payable for $250,000 and proceeds from the issuance of shares of common stock for $315,000. For the nine months ended September 30, 2010, the Company received $5,000 from the issuance of shares of common stock.

Net cash provided by financing activities was $80,000 for fiscal 2010 which consisted of the issuance of a convertible note payable of $50,000 and proceeds from the issuance of shares of common stock for $30,000. Net cash of $210,442 provided by financing activities for fiscal 2011 consisted of proceeds from loans payable of $208,000 and proceeds from the issuance of shares of common stock of $2,442.

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 September 30, 2011, we have a working capital deficiency of $998,736 and an accumulated deficit of $1,262,099. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to obtain necessary equity financing to continue operations, and the attainment of profitable operations. These factors raise substantial doubt regarding our 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.

Critical Accounting Policies

Use of Estimates

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Property and Equipment

Property and equipment are stated at cost. We amortize the cost of property and equipment over their estimated useful lives at the following annual rates:

Computer equipment	45%	declining balance basis
Computer software	100%	declining balance basis
Furniture and equipment	20%	declining balance basis

Long-lived Assets

In accordance with ASC 360, “Property, Plant, and Equipment”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Recent Accounting Pronouncements

In January 2010, the FASB issued an amendment to ASC 820, “Fair Value Measurements and Disclosures”, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, adopted on January 1, 2010 by the Company, did not have a material effect on its consolidated financial statements. The disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures adopted on January 1, 2011 did not have a material effect on the Company’s consolidated financial statements.

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.

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, sales or expenses, results of operations, liquidity or capital expenditures, or capital resources that are material to an investment in our securities.

DESCRIPTION OF PROPERTY

Our principal executive offices are located in 2030 Marine Drive, Suite 302, North Vancouver, BC. As of the Closing Date, the properties listed below represented our materially important facilities. We believe that our properties are generally suitable to meet our needs for the foreseeable future. However, we will continue to seek additional space as needed to satisfy our growth.

Description of Use		Location		Term		Rent
Corporate office facilities		2030 Marine Drive, Suite 302, North Vancouver, BC		From January 15, 2011 through January 30, 2014		$	2,525/month

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding our shares of Series A Voting Preferred Stock and common stock beneficially owned as of the Closing Date after giving effect to the Share Exchange, Spin-Out and Offering for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding shares of common stock, (ii) each named 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 Closing Date. 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 Closing Date 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.

Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, 2030 Marine Drive, Suite 302, North Vancouver, BC.

	Series A Voting Preferred Stock		Common Stock
	Number of Shares Beneficially Owned (1)	Percentage of Shares Beneficially Owned	Number of Shares Beneficially Owned (2)	Percentage of Shares Beneficially Owned	Percentage of Total Voting Rights (3)
Executive Officers and Directors
John Balanko (4)(5) Chairman, President and Chief Executive Officer	1	50%	870,000	20.65%	41.20%
Peter Miele (4)(5) Director, Vice President and Secretary	1	50%	870,000	20.65%	41.20%
Directors and executive officers as a group (2 persons)	2	100%	1,740,000	41.30%	82.40%

Other 5% stockholders:
None

(1)	Each holder shall be 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 quotient derived by dividing 0.4285 into the total number of votes of the 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 common stock are entitled to vote. The holders of shares of 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 stockholders of the Company.
(2)	Based on 4,213,393 shares of common stock issued and outstanding as of the Closing Date after giving effect to the Share Exchange, Spin-Out and the Offering and without giving effect to the Forward Split.
(3)	Reflects combined voting power with respect to shares Series A Voting Preferred Stock and common stock.
(4)	In connection with the closing of the Offering, each of Messrs. Balanko and Miele entered into a Lock-Up/Leak-Out Agreement with the Company pursuant to which he is restricted from offering, pledging, selling, contracting to sell, selling any option or contracting to purchase, lend, transfer or otherwise dispose of any shares of common stock of the Company or any other securities convertible or exercisable for shares of the Company’s common stock for a twelve month period following the closing of the Offering and for the six months thereafter to limit any transfers to 0.5% of the shares of common stock, up to a maximum of 5,000 shares of common stock on any single day.
(5)	The Board of Directors, after reviewing the functions of all of our officers, both in terms of designated function and functions actually performed, has determined that Messrs. Balanko and Miele are deemed to be officers or executive officers of the Company for reporting purposes under Item 403 of Regulation S-K of the Securities Act.

DIRECTORS AND EXECUTIVE OFFICERS

Effective upon the closing of the Share Exchange, Morita and Sloan resigned from our Board of Directors and Morita resigned as sole officer of the Company. Also effective upon the closing of the Share Exchange, John Balanko and Peter Miele were appointed to our Board of Directors to fill the vacancies created by the resignations of Morita and Sloan. In addition, our Board of Directors appointed Mr. Balanko to serve as our President and Chief Executive Officer and Mr. Miele as our Vice President and Secretary, effective immediately upon the closing of the Share Exchange.

The following sets forth information about our directors and executive officers as of the date of this Report and following the closing of the Share Exchange:

Name	Age	Position
John Balanko	52	Chairman, President and Chief Executive Officer
Peter Miele	53	Director, Vice President and Secretary

John Balanko was appointed as Chairman of our Board of Directors, President and Chief Executive Officer on the Closing Date. Mr. Balanko co-founded Quest and has served as its Chairman, President and Chief Executive Officer of Quest since its inception in October 2008. From 2005 to 2008, Mr. Balanko was founder and managing partner of Environmental Water Solutions, a company focused on the research and development of atmospheric water generators for commercial applications (“EWS”). 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 managing director and founder of Liquid Air San Diego, a distributor for parent company H2O Liquid Air of Long Beach, CA. The company, based in San Diego, CA, provided sales and service of atmospheric water generators to businesses throughout San Diego County. From 1994 - 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 Canadian Dealers Association. 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. John Balanko has an extensive 27 year entrepreneurial background in corporate finance, sales, marketing, contract and license negotiation, project management, and business development. Over the past 20 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 the Company’s business, relationships, challenges, opportunities and operations.

Peter Miele was appointed Vice President, Secretary and Director of the Company on the Closing Date. Mr. Miele co-founded Quest and has served as its Executive Vice President and Director since its inception in October 2008. Mr. Miele has over 25 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 served as a member of the Board of Directors of Fibresources Corp., a TSX company, since 2006. 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.

Corporate Governance

The business and affairs of the Company are managed under the direction of the Board of Directors (the “Board”). Messrs. Balanko and Miele are the current members of the Board.

Term of Office

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

All officers and directors listed above 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.

Director Independence

We use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, 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 the persons anticipated to become directors upon the closing of the Share Exchange is “independent” as defined by applicable SEC rules and NASDAQ Stock Market listing standards.

Board Committees

We do not have an audit, nominating or compensation committee. We intend, however, to establish an audit committee and a compensation committee of our Board in the future following the Share Exchange. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors and evaluating our accounting policies and our system of internal controls. The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.

Family Relationships

There are no family relationships among any of our officers or directors.

Involvement in Certain Legal Proceedings

To our knowledge, none of our current directors or executive officers has, during the past ten years:

	●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
	●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
	●	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
	●	been 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 (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
	●	been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Ethics

The Company has not currently adopted a code of ethics.

EXECUTIVE COMPENSATION

The following sets forth information with respect to the compensation awarded or paid to John Balanko, our newly appointed President and Chief Executive Officer and Director, and Peter Miele, our newly appointed Vice President, Secretary and Director, Josh Morita, our former Director, President, Chief Executive Officer and Chief Financial Officer, and Dr. Laura Justice Sloan, our former Director, for all services rendered in all capacities to us and our subsidiaries. These executive officers are referred to as the “named executive officers” throughout this Report.

Messrs. Balanko and Miele were appointed as executive officers, as applicable, on the Closing Date. Likewise, Messrs. Morita and Sloan resigned as members of our Board of Directors and Morita resigned as sole officer of the Company on the Closing Date.

The discussion below pertains to compensation awarded or paid by Quest to Messrs. Balanko and Miele with respect to Quest’s fiscal years ended December 31, 2011, 2010 and 2009 and compensation awarded or paid by the Company to Messrs. Morita and Sloan with respect to the Company’s fiscal years ended December 31, 2011, 2010 and 2009.

Summary Compensation Table

The following table sets forth information regarding each element of compensation that paid or awarded to the named executive officers for the applicable fiscal years.

Name and Principal Position	Year	Salary($)		Bonus		All Other Compensation ($)			Total ($)
	2011	$	100,000	$	0	$	0		$	100,000
John Balanko	2010	$	90,000	$	0	$	0		$	90,000
President and Chief Executive Officer	2009	$	90,000	$	0	$	0		$	90,000

	2011	$	100,000	$	0	$	0		$	100,000
Peter Miele	2010	$	90,000	$	0	$	0		$	90,000
Vice President and Secretary	2009	$	90,000	$	0	$	0		$	90,000

Josh Morita	2011	$	0	$	0	$	0		$	0
Former Director, President, Chief Executive Officer	2010	$	0	$	0	$	0		$	0
and Chief Financial Officer	2009	$	0	$	0	$	4	(1)	$	4

	2011	$	0	$	0	$	0		$	0
Dr. Laura Justice Sloan	2010	$	0	$	0	$	0		$	0
Former Director	2009	$	0	$	0	$	0		$	0

(1) The compensation was paid by the Company in connection with the issuance of 4,000,000 common shares valued at $0.000001 per share. Such shares were cancelled in connection with the Spin-Out.

Outstanding Equity Awards at Fiscal Year-End Table

At December 31, 2011, John Balanko had 2,000,000 stock options of Quest. Peter Miele had 2,000,000 stock options of Quest. See “Employment Agreements” below for more details.

At December 31, 2011, RPM Dental had no outstanding equity awards.

Employment Agreements

On November 1, 2011, Quest and Quest-Canada entered into a management agreement with John Balanko, pursuant to which he agreed to serve as the president and chief executive officer of Quest and Quest-Canada through November 1, 2016. The agreement will renew automatically for subsequent one-year period if not specifically terminated. We agreed to pay Mr. Balanko a base salary of approximately $150,000 per year and a five year option to purchase up to 2,000,000 shares of common stock of Quest at an exercise price of $0.25 subject to adjustment. Mr. Balanko is also entitled to certain incentive fee of 1% of the paid or financed gross sales of products of Quest and Quest-Canada, as well as discretionary bonus from time to time. The agreement also provides certain benefits such as life insurance, pension plans, medical insurance and vacation days. In the event the agreement is terminated, Mr. Balanko will receive certain termination fees pursuant to the agreement.

On November 1, 2011, Quest and Quest-Canada entered into a management agreement with Peter Miele, pursuant to which he agreed to serve as the executive V-P, secretary and treasurer of Quest and Quest-Canada through November 1, 2016. The agreement will renew automatically for subsequent one-year period if not specifically terminated. We agreed to pay Mr. Miele a base salary of approximately $150,000 per year and a five year option to purchase up to 2,000,000 shares of common stock of Quest at an exercise price of $0.25 subject to adjustment. Mr. Miele is also entitled to certain incentive fee of 1% of the paid or financed gross sales of products of Quest and Quest-Canada, as well as discretionary bonus from time to time. The agreement also provides certain benefits such as life insurance, pension plans, medical insurance and vacation days. In the event the agreement is terminated, Mr. Miele will receive certain termination fees pursuant to the agreement.

Compensation of Directors

The Company has not compensated any of its directors for service on the Board of Directors. Management directors are not compensated for their service as directors, however they may receive compensation for their services as employees of the Company. The compensation received by our management directors is shown in the “Summary Compensation Table” above.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

The following includes a summary of transactions since the beginning of fiscal 2010, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds $120,000 and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.

	●	Pursuant to the Share Exchange Agreement, on the Closing Date we issued 1,740,000 shares of our common stock to John Balanko and Peter Miele, the former shareholders of Quest. Each of John Balanko and Peter Miele also received one share of our newly designated Series A Voting Preferred Stock. Each holder shall be 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 quotient derived by dividing 0.4285 into the total number of votes of the common stock and any other capital stock of the Company (other than the Series A Voting Preferred Stock) having general voting rights. Therefore, each share of Series A Voting Preferred Stock entitles the holder thereof to approximately 35% of the voting power of our capital stock. Accordingly, John Balanko and Peter Miele, together, control more than 50% of the votes eligible to be cast by stockholders in the election of directors and generally. Immediately following the Share Exchange, Balanko and Miele became our principal stockholders. Messrs. Balanko and Miele were also appointed as the members of our Board of Directors.
	●	On the Closing Date, we entered into the Agreement of Sale with Morita pursuant to which we sold our equity interest in RPM Kentucky to Morita in exchange for 4,000,000 shares of our common stock.

Related Party Transaction of Quest:

	●	As of September 30, 2011, the amount of $202,547 (December 31, 2010 – $225,228) is owed to John Balanko, President of Quest, which is non-interest bearing, unsecured, and due on demand.
	●	As of September 30, 2011, the amount of $306,391 (December 31, 2010 – $280,798) is owed to the Peter Miele, Vice President of Quest, which is non-interest bearing, unsecured, and due on demand.
	●	Pursuant to a settlement agreement dated June 30, 2011, the balance of $43,016 due from a company controlled by Mr. Balanko was assumed by Mr. Balanko and Mr. Miele and applied against to the officers’ accounts due from Quest.
	●	As of September 30, 2011, the amount of $Nil (December 31, 2010 - $43,016) is due from a company controlled by Mr. Balanko, which is non-interest bearing, unsecured, and due on demand.
	●	For the nine months ended September 30, 2011, Quest incurred a total of $135,000 in management fees to Mr. Balanko and Mr. Miele.

Director Independence

We do not have any independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an 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.

Messrs. Balanko and Miele are not considered independent because each of them serves as an executive officer of the Company.

We do not currently have a separately designated audit, nominating or compensation committee.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

MARKET PRICE AND DIVIDENDS ON OUR COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock has been approved for quotation on The OTC Bulletin Board under the symbol “RPMD.” However, no established public market exists for our common stock. As of the Closing Date and after giving effect to the Share Exchange, Spin-Out and Offering, 4,213,393shares of our common stock were issued and outstanding.

As of the Closing Date, the Warrants are exercisable for an aggregate of 119,900 shares of our common stock at an exercise price of $10.00 per share.

Of the 4,213,393 shares of our common stock issued and outstanding, 2,688,393 of such shares are restricted shares under the Securities Act. None of these restricted shares are eligible for resale absent registration or an exemption from registration under the Securities Act. As of the Closing Date, the exemption from registration provided by Rule 144 under the Securities Act is not available for these shares pursuant to Rule 144(i).

The Subscribers are entitled to certain piggy back registration rights with respect to the Shares and Warrant Shares.

Holders

As of the Closing Date and after giving effect to the Share Exchange, Spin-Out and Offering, there were approximately 106 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 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. The Company is 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 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 such security 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 the 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 the Company’s stockholders to sell their shares of common stock.

Securities Authorized for Issuance under Equity Compensation Plans

We do not have in effect any compensation plans under which our equity securities are authorized for issuance. The Company intends to adopt an equity compensation plan in which its directors, officers, employees and consultants shall be eligible to participate. However, no formal steps have been taken as of the date of this Report to adopt such a plan.

RECENT SALES OF UNREGISTERED SECURITIES

Reference is made to the disclosure set forth under Item 3.02 of this Report, which disclosure is incorporated by reference into this section.

DESCRIPTION OF SECURITIES

Introduction

In the discussion that follows, we have summarized selected provisions of our certificate of incorporation, bylaws and the Delaware General Corporation Law (the “DGCL”) relating to our capital stock. This summary is not complete. This discussion is subject to the relevant provisions of Delaware law and is qualified in its entirety by reference to our certificate of incorporation and our bylaws. You should read the provisions of our certificate of incorporation and our bylaws as currently in effect for provisions that may be important to you.

Authorized Capital Stock

Our authorized share capital consists of 95,000,000 shares of common stock, par value $0.000001 per share and 5,000,000 shares of preferred stock, par value $0.000001 per share (“Preferred Stock”). As of the Closing Date and after giving effect to the Share Exchange, Spin-Out and Offering, 4,213,393 shares of our common stock were outstanding.

Common Stock

Each share of our common stock entitles its holder to one vote in the election of each director and on all other matters voted on generally by our stockholders, other than any matter that (1) solely relates to the terms of any outstanding series of preferred stock or the number of shares of that series and (2) does not affect the number of authorized shares of preferred stock or the powers, privileges and rights pertaining to the common stock. No share of our common stock affords any cumulative voting rights. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so.

Holders of our common stock will be entitled to dividends in such amounts and at such times as our Board of Directors in its discretion may declare out of funds legally available for the payment of dividends. We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the common stock in the foreseeable future. Any future dividends will be paid at the discretion of our Board of Directors after taking into account various factors, including:

	●	general business conditions;
	●	industry practice;
	●	our financial condition and performance;
	●	our future prospects;
	●	our cash needs and capital investment plans;
	●	our obligations to holders of any preferred stock we may issue;
	●	income tax consequences; and
	●	the restrictions Delaware and other applicable laws and our credit arrangements then impose.

If we liquidate or dissolve our business, the holders of our common stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Our common stock has no preemptive rights and is not convertible or redeemable or entitled to the benefits of any sinking or repurchase fund.

Preferred Stock

Our Board has the authority, within the limitations and restrictions in our certificate of incorporation, to issue 5,000,0000 shares of Preferred Stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of any series, without further vote or action by the stockholders. The issuance of shares of Preferred Stock may have the effect of delaying, deferring or preventing a change in our control without further action by the stockholders. The issuance of shares of Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of our common stock, including voting rights, of the holders of our common stock. In some circumstances, this issuance could have the effect of decreasing the market price of our common stock. We currently have no plans to issue any shares of preferred stock.

Undesignated Preferred Stock may enable our Board to render more difficult or to discourage an attempt to obtain control of our Company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of Preferred Stock may adversely affect the rights of our common stockholders. For example, any shares of Preferred Stock issued may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. As a result, the issuance of shares of Preferred Stock, or the issuance of rights to purchase shares of Preferred Stock, may discourage an unsolicited acquisition proposal or bids for our common stock or may otherwise adversely affect the market price of our common stock or any existing Preferred Stock.

Series A Voting Preferred Stock

In connection with the Share Exchange, the Board has agreed to create from the 5,000,000 shares of the Preferred Stock, a series of Preferred Stock designated as “Series A Voting Preferred Stock.” The authorized number of shares constituting the Series A Voting Preferred Stock shall be two (2). John Balanko and Peter Miele each received one share of Series A Voting Preferred Stock at the closing of the Share Exchange.

Holders of Series A Voting Preferred Stock are entitled to vote on all matters on which the holders of common stock are entitled to vote. The holders of shares of 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 stockholders of the Company. As of any record date or other determination date, each holder shall be 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 quotient derived by dividing 0.4285 into the total number of votes of the common stock and any other capital stock of the Company (other than the Series A Voting Preferred Stock) having general voting rights.

For so long as any shares of Series A Voting Preferred Stock are outstanding, the Corporation shall not, directly or indirectly, take any of the following actions (including by means of merger, consolidation, reorganization, recapitalization or otherwise) without the prior approval (by vote or written consent) of each of the holders of Series A Voting Preferred Stock: (i) amend, repeal, alter or add, delete or otherwise change the powers, preferences, rights or privileges of the Series A Voting Preferred Stock; (ii) amend or waive any provision of its certificate of incorporation in a manner that would change the powers, preferences, rights or privileges of the Series A Voting Preferred Stock; (iii) effect any stock split or combination or classify, reclassify or issue any additional shares of Series A Voting Preferred Stock; or (iv) enter into any agreement with respect to the foregoing clauses (i) through (iii).

Holders of Series A Voting Preferred Stock shall not be entitled to receive any dividends or other distributions (whether in cash, stock or property of the Company) in respect of any shares of Series A Voting Preferred Stock held by them. Likewise, holders of Series A Voting Preferred Stock shall not be entitled to receive any distributions upon liquidation, dissolution or winding-up of the Company in respect of any shares of Series A Voting Preferred Stock held by them.

No holder of Series A Voting Preferred Stock may transfer, and the Company shall not register the transfer of, such shares of Series A Voting Preferred Stock, whether by sale, assignment, gift, bequest, appointment, operation of law or otherwise, except for a transfer under the laws of descent upon the death of a holder of Series A Voting Preferred Stock.

Warrants

In connection with the Offering, we issued Warrants to purchase an aggregate of 119,900 shares of our common stock at an exercise price of $10.00 per share. Each Warrant entitles the holder to purchase one share of our common stock and is exercisable in whole or in part. The Warrants may be exercised at any time upon the election of the holder, beginning on the date of issuance and ending of the third anniversary of the closing of the Offering.

The exercise price and number of shares of common stock to be received upon the exercise of the Warrants are subject to adjustment upon the occurrence of certain events, such as stock splits, stock dividends or our recapitalization. In addition, subject to certain exceptions, if at any time after the Closing Date, the Company issues or sells any shares of its common stock at a price per share less than the exercise price of the applicable Warrant, then immediately after such new issuance, the exercise price of the applicable Warrants then in effect shall be reduced to an amount equal to the price per share of such new issuance. If the Warrants are not registered with the Securities Act, the Warrants can be exercised on a cashless basis.

Holders of Warrants do not have voting, pre-emptive, subscription or other rights of stockholders in respect of the Warrants, nor shall the holders be entitled to receive dividends from the Company.

Anti-Takeover Effects of Provisions of the DGCL and our Certificate of Incorporation and Bylaws

Provisions of the DGCL and our certificate of incorporation and bylaws could make it more difficult to acquire us by means of a tender offer, a proxy contest or otherwise, or to remove incumbent officers and directors. These provisions, summarized below, are expected to discourage certain types of coercive takeover practices and takeover bids that our Board of Directors may consider inadequate and to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection of our ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging takeover or acquisition proposals because, among other things, negotiation of these proposals could result in improved terms for our stockholders.

Delaware Anti-Takeover Statute. We are subject to Section 203 of the DGCL, an anti-takeover statute. In general, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years following the time the person became an interested stockholder, unless the business combination or the acquisition of shares that resulted in a stockholder becoming an interested stockholder is approved in a prescribed manner. Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years prior to the determination of interested stockholder status did own) 15% or more of a corporation’s voting stock. The existence of this provision would be expected to have an anti-takeover effect with respect to transactions not approved in advance by the Board of Directors, including discouraging attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

As of the Closing Date, we are not subject to Section 203 of the DGCL because we do not have a class of voting stock that is listed on a national securities exchange or held of record by more than 2,000 stockholders and we have not elected by a provision in our original Certificate of Incorporation or any amendment thereto to be governed by Section 203. Unless we adopt an amendment of our Certificate of Incorporation by action of our stockholders expressly electing not to be governed by Section 203, we would generally become subject to Section 203 of the DGCL at such time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders, except that the restrictions contained in Section 203 would not apply if the business combination is with an interested stockholder who became an interested stockholder before the time that we have a class of voting stock that is either listed on a national securities exchange or held of record by more than 2,000 stockholders.

Amendments to Our Certificate of Incorporation. Under the DGCL, the affirmative vote of a majority of the outstanding shares entitled to vote thereon and a majority of the outstanding stock of each class entitled to vote thereon is required to amend a corporation’s certificate of incorporation. Under the DGCL, the holders of the outstanding shares of a class of our capital stock shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would:

	●	increase or decrease the aggregate number of authorized shares of such class;
	●	increase or decrease the par value of the shares of such class; or
	●	alter or change the powers, preferences or special rights of the shares of such class so as to affect them adversely.

If any proposed amendment would alter or change the powers, preferences or special rights of one or more series of any class of our capital stock so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this provision.

Vacancies in the Board of Directors. Our bylaws provide that, subject to limitations, any vacancy occurring in our Board of Directors for any reason may be filled by a majority of the remaining members of our Board of Directors then in office, even if such majority is less than a quorum. Each director so elected shall hold office until the expiration of the term of the other directors. Each such directors shall hold office until his or her successor is elected and qualified, or until the earlier of his or her death, resignation or removal.

Special Meetings of Stockholders. Under our bylaws, special meetings of stockholders may be called at any time by a majority of the members of the Board of Directors or by any officer instructed by the directors to call such a meeting. Under the DGCL, written notice of any special meeting must be given not less than 10 nor more than 60 days before the date of the special meeting to each stockholder entitled to vote at such meeting.

Requirements for Advance Notification of Stockholder Nominations and Proposals. Our bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors other than nominations made by or at the direction of our Board of Directors or a committee of our Board of Directors.

No Cumulative Voting. The DGCL provides that stockholders are denied the right to cumulate votes in the election of directors unless our certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation will not provide for cumulative voting.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation, such as a derivative action), if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of any actions by or in the right of the corporation, except that indemnification only extends to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such actions, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our certificate of incorporation provides that we will indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or a person for whom such person is the legal representative, is or was a director or officer of us or, while a director or officer of us, is or was serving at our request as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to employee benefit plans, against all liability and losses suffered and expenses (including attorneys’ fees) incurred by such person in connection with such action, suit or proceeding. Our certificate of incorporation also provides that we will pay the expenses incurred by a director or officer in defending any such proceeding in advance of its final disposition, subject to such person providing us with specified undertakings. Notwithstanding the foregoing, our certificate of incorporation provides that we shall be required to indemnify or make advances to a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by our Board of Directors. These rights are not exclusive of any other right that any person may have or may acquire under any statute, provision of our certificate of incorporation, bylaws, agreement, vote of stockholders or disinterested directors or otherwise. No amendment, modification or repeal of those provisions will in any way adversely affect any right or protection under those provisions of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Our certificate of incorporation also permits us to secure and maintain insurance on behalf of any of our directors, officers, employees or agents and each person who is, or was, serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust or other enterprise for any liability asserted against and incurred by such person in any such capacity. We intend to obtain directors’ and officers’ liability insurance providing coverage to our directors and officers.

Delaware law also authorizes Delaware corporations to limit or eliminate the personal liability of their directors to them and their stockholders for monetary damages for breach of a director’s fiduciary duty of care. The duty of care requires that, when acting on behalf of the corporation, directors must exercise an informed business judgment based on all material information reasonably available to them. Absent the limitations Delaware law authorizes, directors of Delaware corporations are accountable to those corporations and their stockholders for monetary damages for conduct constituting gross negligence in the exercise of their duty of care. Delaware law enables Delaware corporations to limit available relief to equitable remedies such as injunction or rescission. Our certificate of incorporation limits the liability of our directors to us and our stockholders to the fullest extent Delaware law permits. Specifically, no director will be personally liable for monetary damages for any breach of the director’s fiduciary duty as a director, except for liability:

	●	for any breach of the director’s duty of loyalty to us or our stockholders;
	●	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	●	for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and
	●	for any transaction from which the director derived an improper personal benefit.

This provision could have the effect of reducing the likelihood of derivative litigation against our directors and may discourage or deter our stockholders or management from bringing a lawsuit against our directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited us and our stockholders.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

Reference is made to the disclosure set forth under Item 4.01 of this Report, which disclosure is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above is incorporated herein by reference in response to this Item 3.02.

The shares of common stock issued to the former shareholders of Quest in connection with the Share Exchange were offered and sold in a private transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act and Regulation S promulgated under the Securities Act. Our reliance on Section 4(2) of the Securities Act was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there were only a limited number of offerees; (c) there were no subsequent or contemporaneous public offerings of the securities by us; (d) the securities were not broken down into smaller denominations; and (e) the negotiations for the sale of the stock took place directly between the offerees and us. Our reliance on Regulation S was based on that such shareholders were not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the Act, and that such shareholders were acquiring our common stock, for investment purposes for their own respective accounts and not as nominees or agents, and not with a view to the resale or distribution thereof, and that the shareholders understood that the shares of our common stock may not be sold or otherwise disposed of without registration under the Securities Act or an applicable exemption therefrom.

The securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D (“Regulation D”) promulgated under the Securities Act. The Company made this determination based on the representations of the investors which included, in pertinent part, that each such investor was an “accredited investor” within the meaning of Rule 501 of Regulation D and upon such further representations from each investor that (i) such investor is acquiring the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) such investor agrees not to sell or otherwise transfer the purchased securities or shares underlying such securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such investor has knowledge and experience in financial and business matters such that such investor is capable of evaluating the merits and risks of an investment in us, (iv) such investor had access to all of the Company’s documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the Offering and to obtain any additional information which the Company possessed or was able to acquire without unreasonable effort and expense, and (v) such investor has no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D.

Item 4.01

Changes in Registrant’s Certifying Accountant.

Dismissal of Previous Independent Registered Public Accounting Firm

On the Closing Date, our Board of Directors approved the dismissal of M&K CPAs, PLLC (“M&K”) as our independent auditor, effective immediately.

M&K’s reports on our financial statements as of and for the fiscal years ended December 31, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. However, the reports of M&K stated that there is substantial doubt about the Company’s ability to continue as a going concern.

During the fiscal years ended December 31, 2010 and 2009 and through M&K’s dismissal on the Closing Date, there were (1) no disagreements with M&K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of M&K, would have caused M&K to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

We furnished M&K with a copy of this disclosure on the Closing Date, providing M&K with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A copy of M&K’s letter to the SEC is filed as Exhibit 16.1 to this Report.

Engagement of New Independent Registered Public Accounting Firm

Concurrent with the decision to dismiss M&K as our independent auditor, the Board of Directors appointed Dale Matheson Carr-Hilton Labonte LLP (“Dale Matheson”) as our independent auditor.

During the years ended December 31, 2010 and 2009 and through the date hereof, neither the Company nor anyone acting on its behalf consulted Dale Matheson with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that Dale Matheson concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.

Item 5.01

Changes in Control of Registrant.

Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.

As a result of the Share Exchange and immediately prior to the closing of the Offering, John Balanko and Peter Miele owned an aggregate of 1,740,000 shares of common stock and 2 shares of Series A Voting Preferred Stock, or 82.75% of our total voting power of all of our outstanding voting securities. Following the closing of the Offering, Balanko and Miele own an aggregate of 1,740,000 shares of common stock and 2 shares of Series A Voting Preferred Stock, or 82.40% of our total voting power of all of our outstanding voting securities.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On the Closing Date, Morita and Sloan submitted resignation letters pursuant to which each resigned as directors and officers, as applicable, of the Company, effective upon the closing of the Share Exchange. The resignations of Morita and Sloan were not in connection with any known disagreement with us on any matter.

On the Closing Date, John Balanko and Peter Miele were appointed by our Board of Directors to fill the vacancies created by the resignations of Morita and Sloan, effective upon the closing of the Share Exchange.

On the Closing Date, our Board of Directors appointed Mr. Balanko as our President and Chief Executive Officer and Mr. Miele as our Vice President and Secretary, effective upon the closing of the Share Exchange.

For certain biographical and other information regarding Messrs. Balanko and Miele, see the disclosure under “Item 2.01—Directors and Executive Officers” of this Report, which disclosure is incorporated herein by reference.

Item 5.06

Change in Shell Company Status.

To the extent we are deemed to be a shell company prior to the closing of the Share Exchange, reference is made to the disclosure set forth under Items 2.01 and 5.01 of this Report, which disclosure is incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

Acting by majority written consent in lieu of a special meeting executed on the Closing Date, the holders of 4,000,000 shares of the Company’s common stock, which then represented approximately 72.4% of the then-outstanding shares of the Company’s common stock, approved the Spin-Out and adopted the Agreement of Sale.

Item 9.01

Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired.

Filed herewith as Exhibit 99.1 to this Report and incorporated herein by reference are the Audited Consolidated Financial Statements for the years ended December 31, 2010 and 2009 for Quest-Canada.

Filed herewith as Exhibit 99.2 to this Report and incorporated herein by reference are the Unaudited Interim Consolidated Financial Statements for the periods ended September 30, 2011 and 2010 for Quest.

(b)	Pro Forma Financial Information.

Filed herewith as Exhibit 99.3 to this Report and incorporated herein by reference is unaudited pro forma combined financial information of RPM Dental, Inc. and its subsidiaries.

(c)	Shell Company Transactions.

Reference is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein which are incorporated herein by reference.

(d)

Exhibits.

Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:

	●	may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
	●	may apply standards of materiality that differ from those of a reasonable investor; and
	●	were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.

Exhibit Number		Description
2.1		Share Exchange Agreement, dated January 6, 2012, by and among the Company, Josh Morita, Quest Water Solutions, Inc. and the shareholders of Quest Water Solutions, Inc.
3.1		Articles of Incorporation [incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 17, 2010]
3.2		Bylaws [incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 filed with the SEC on August 17, 2010]
3.3		Certificate of Designation For Series A Voting Preferred Stock
10.1		Agreement of Sale, dated January 6, 2012, by and among the Company and Josh Morita
10.2		Subscription Agreement dated January 6, 2012
10.3		Form of Warrant dated January 6, 2012
10.4		Registration Rights Agreement dated January 6, 2012
10.5		Form of Lock Up Agreement, dated January 6, 2012
10.6	(a)	Lock Up/Leak Out Agreement with John Balanko dated January 6, 2012
	(b)	Lock Up/Leak Out Agreement with Peter Miele dated January 6, 2012
10.7		Management Agreement with John Balanko, dated November 1, 2011
10.8		Management Agreement with Peter Miele, dated November 1, 2011
10.9		Global Cooperation Partner Agreement between Quest Water Solutions, Inc. and Trunz Water Systems AG, dated June 29, 2011
16.1		Letter from M&K CPAs, PLLC
99.1		Audited Consolidated Financial Statements for the years ended December 31, 2010 and 2009 for Quest-Canada
99.2		Unaudited Interim Consolidated Financial Statements for the periods ended September 30, 2011 and 2010 for Quest
99.3		Unaudited Pro Forma Combined Financial Information of RPM Dental Inc. and its subsidiaries

SIGNATURES

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

Dated: January 10, 2012	RPM DENTAL INC.

	By:	/s/ John Balanko
		John Balanko
		President and Chief Executive Officer

Exhibit 10.3

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

RPM DENTAL, INC.

WARRANT TO PURCHASE COMMON STOCK

Warrant No. 2012- _______

Issuance Date: January 6, 2012

RPM Dental, Inc., a Delaware corporation (the “ Company ”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, ____________________ , the registered holder hereof or its permitted assigns (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “ Warrant ”), at any time or times on or after the Issuance Date set forth above (“ Issuance Date ”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), ____________________ (subject to adjustment as provided herein) fully paid and non-assessable shares of Common Stock (as defined below) (the “ Warrant Shares ”).

This Warrant is one of a series of similar Warrants to Purchase Common Stock of the Company (the “ SPA Warrants ”) issued pursuant to that certain Subscription Agreement, dated January 6, 2012 by and among the Company and the Investors signatory thereto identified therein (the “ Subscription Agreement ”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in the Subscription Agreement.

1. Exercise of Warrant .

(a) Mechanics of Exercise .

(i) Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(e) ), this Warrant may be exercised by the Holder on any day on or after the Issuance Date (the “ Exercise Date ”), in whole or in part, by delivery (whether via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (the “ Exercise Notice ”), of the Holder’s election to exercise this Warrant. Within one (1) Trading Day following an exercise of this Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “ Aggregate Exercise Price ”) in cash or via wire transfer of immediately available funds. The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof.

(ii) On or before the first (1st) Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B , to the Holder and the Company’s transfer agent (the “ Transfer Agent ”). On or before the third (3rd) Trading Day following the date on which the Company has received such Exercise Notice, the Company shall (i) provided that the Transfer Agent is participating in The Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (ii) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise.

(iii) If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Company shall as soon as practicable and in no event later than three (3) Business Days after any exercise and at its own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 5(d) ) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all taxes and fees which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant. Notwithstanding the foregoing, the Company’s failure to deliver Warrant Shares to the Holder on or prior to the second (2nd) Trading Day after the Company’s receipt of the Aggregate Exercise Price shall not be deemed to be a breach of this Warrant.

(b) Exercise Price . For purposes of this Warrant, “ Exercise Price ” means $10.00, subject to adjustment as provided herein.

(c) Company’s Failure to Timely Deliver Securities . If the Company shall fail, for any reason or for no reason, to issue to the Holder within the later of (i) three (3) Trading Days after receipt of the applicable Exercise Notice (or four (4) Trading Days if the Exercise Notice is delivered after 5:00 P.M., New York City time, on the Exercise Date) and (ii) two (2) Trading Days after the Company’s receipt of the Aggregate Exercise Price (or three (3) Trading Days if the Company receives the Aggregate Exercise Price after 5:00 P.M., New York City time, on the Exercise Date) (such later date, the “ Share Delivery Deadline ”), a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant (as the case may be), and if after such Share Delivery Deadline the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, issuable upon such exercise that the Holder so anticipated receiving from the Company, then, in addition to all other remedies available to the Holder, the Company shall, within three (3) Business Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including, without limitation, by any other Person in respect, or on behalf, of the Holder) (the “ Buy-In Price ”), at which point the Company’s obligation to so issue and deliver such certificate or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) (and to issue such shares of Common Stock) shall terminate, or (ii) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such shares of Common Stock or credit the Holder’s balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock multiplied by (B) the lowest Closing Sale Price of the Common Stock on any Trading Day during the period commencing on the date of the applicable Exercise Notice and ending on the date of such issuance and payment under this clause (ii).

(d) Disputes . In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance with Section 11 .

(e) Limitations on Exercises . Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) that the Holder together with any of its affiliates would beneficially own in excess of 4.99% (the “ Maximum Percentage ”) of the Common Stock after giving effect to such exercise. To the extent the above limitation applies, the determination of whether this Warrant shall be exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its affiliates) and of which such securities shall be exercisable (as among all such securities owned by the Holder) shall, subject to such Maximum Percentage limitation, be determined on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability. For the purposes of this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. The provisions of this paragraph shall be implemented in a manner otherwise than in strict conformity with the terms of this paragraph to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Maximum Percentage beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation. The limitations contained in this paragraph shall apply to a successor Holder of this Warrant. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Stock, including, without limitation, pursuant to this Warrant or securities issued pursuant to the Subscription Agreement. By written notice to the Company, any Holder may increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the 61st day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder sending such notice and not to any other holder of SPA Warrants.

(f) Insufficient Authorized Shares . The Company shall at all times keep reserved for issuance under this Warrant a number of shares of Common Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock hereunder (without regard to any limitation otherwise contained herein with respect to the number of shares of Common Stock that may be acquirable upon exercise of this Warrant). If, notwithstanding the foregoing, and not in limitation thereof, at any time while any of the SPA Warrants remain outstanding the Company does not have a sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance upon exercise of the SPA Warrants at least a number of shares of Common Stock equal to the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of all of the SPA Warrants then outstanding (the “ Required Reserve Amount ”) (an “ Authorized Share Failure ”), then the Company shall promptly take all action necessary to increase the Company’s authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required Reserve Amount for all the SPA Warrants then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy statement or information statement and shall use its commercially reasonable efforts to solicit its stockholders’ approval of such increase in authorized shares of Common Stock and to cause its board of directors to recommend to the stockholders that they approve such proposal.

2. Adjustment of Exercise Price and Number of Warrant Shares . If the Company, at any time on or after the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one or more classes of its then outstanding shares of Common Stock into a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.

3. Noncircumvention . The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as any of the SPA Warrants are outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of the SPA Warrants, the maximum number of shares of Common Stock as shall from time to time be necessary to effect the exercise of the SPA Warrants then outstanding (without regard to any limitations on exercise).

4. Holder Not Deemed a Stockholder . Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

5. Reissuance of Warrants .

(a) Transfer of Warrant . If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 5(d) ), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 5(d) ) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

(b) Lost, Stolen or Mutilated Warrant . Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant (as to which a written certification and the indemnification contemplated below shall suffice as such evidence), and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 5(d) ) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c) Exchangeable for Multiple Warrants . This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 5(d) ) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for fractional shares of Common Stock shall be given.

(d) Issuance of New Warrants . Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 5(a) or Section 5(c) , the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

6. Notices . Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the Subscription Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description of such action and the reason therefor.

7. Amendment and Waiver . Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder. The Holder shall be entitled, at its option, to the benefit of any amendment of any other similar warrant issued under the Subscription Agreement. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

8. Severability . If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

9. Governing Law . This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of Delaware. Each of the Parties submits to the jurisdiction of any state or federal court sitting in the State of Delaware, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

10. Construction; Headings . This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

11. Dispute Resolution . In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the arithmetic calculation of the Warrant Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via facsimile (i) within two (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder (as the case may be) or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Warrant Shares (as the case may be) within three (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder (as the case may be), then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value (as the case may be) to an independent, reputable investment bank selected by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant (as the case may be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives such disputed determinations or calculations (as the case may be). Such investment bank’s or accountant’s determination or calculation (as the case may be) shall be binding upon all parties absent demonstrable error.

12. Remedies, Characterization, Other Obligations, Breaches and Injunctive Relief . The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant. The Company covenants to the Holder that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or provided for herein with respect to payments, exercises and the like (and the computation thereof) shall be the amounts to be received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security being required. The Company shall provide all information and documentation to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and certificates for shares as contemplated hereby upon the exercise of this Warrant shall be made without charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than the Holder or its agent on its behalf.

13. Transfer . This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, except as may otherwise be required by the Subscription Agreement.

14. Certain Definitions . For purposes of this Warrant, the following terms shall have the following meanings:

(a) “ Approved Stock Plan ” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.

(b) “ Convertible Securities ” means any stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.

(c) “ Expiration Date ” means the date that is the third (3rd) anniversary of the Issuance Date or, if such date falls on a day other than a Business Day or on which trading does not take place on the Principal Market (a “ Holiday ”), the next date that is not a Holiday.

(d) “ Options ” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(e) “ Person ” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or a government or any department or agency thereof.

(f) “ Principal Market ” means the OTC Bulletin Board.

(g) “ Trading Day ” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set out above.

	RPM DENTAL, INC.


	By:	/s/ John Balanko
		John Balanko
		President and Chief Executive Officer

EXHIBIT A

EXERCISE NOTICE

RPM DENTAL, INC.

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“ Warrant Shares ”) of RPM Dental, Inc., a Delaware corporation (the “ Company ”), evidenced by Warrant to Purchase Common Stock No. _______ (the “ Warrant ”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Payment of Exercise Price . The Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

2. Delivery of Warrant Shares . The Company shall deliver to Holder, or its designee or agent as specified below, __________ Warrant Shares in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, to the following address:

_______________________

A-1

EXHIBIT B

ACKNOWLEDGMENT

The Company hereby acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated ____________, 2012, from the Company and acknowledged and agreed to by _______________.

B-1

ARTICLE I DEFINITIONS		2
Section 1.1	Definitions	2

ARTICLE II SHARE EXCHANGE; CLOSING		8
Section 2.1	Share Exchange	8
Section 2.2	Preferred Shares	8
Section 2.3	Closing	8
Section 2.4	Closing Deliveries	8
Section 2.5	Acquiror and Acquiror Principal Shareholders	8
Section 2.6	Closing Deliveries by Acquiree and Acquiree Shareholders	8
Section 2.7	Section 368 Reorganization	9

ARTICLE III REPRESENTATIONS OF ACQUIREE SHAREHOLDERS		9
Section 3.1	Authority	9
Section 3.2	Binding Obligations	9
Section 3.3	No Conflicts	10
Section 3.4	Ownership of Shares	10
Section 3.5	Certain Proceedings	10
Section 3.6	No Brokers or Finders	10
Section 3.7	Investment Representations	11
Section 3.8	Stock Legends	13
Section 3.9	Disclosure	14
Section 3.10	Additional Acknowledgements	14

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE ACQUIREE		15
Section 4.1	Organization and Qualification	15
Section 4.2	Authority	15
Section 4.3	Binding Obligations	15
Section 4.4	No Conflicts	16
Section 4.5	Subsidiaries	16
Section 4.6	Organizational Documents	16
Section 4.7	Capitalization	17
Section 4.8	No Brokers or Finders	17
Section 4.9	Disclosure	17

ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE ACQUIROR AND THE ACQUIROR PRINCIPAL SHAREHOLDERS		18
Section 5.1	Organization and Qualification	18
Section 5.2	Authority	18
Section 5.3	Binding Obligations	18
Section 5.4	No Conflicts	19
Section 5.5	Subsidiaries	19
Section 5.6	Organizational Documents	19
Section 5.7	Capitalization	20
Section 5.8	Compliance with Laws	21

Section 5.9	Certain Proceedings	21
Section 5.10	No Brokers or Finders	22
Section 5.11	Contracts	22
Section 5.12	Tax Matters	22
Section 5.13	Labor Matters	23
Section 5.14	Employee Benefits	24
Section 5.15	Title to Assets	24
Section 5.16	Intellectual Property	25
Section 5.17	Environmental Laws	25
Section 5.18	SEC Reports	25
Section 5.19	Internal Accounting Controls	26
Section 5.20	Listing and Maintenance Requirements	26
Section 5.21	Application of Takeover Protections	26
Section 5.22	Transactions With Affiliates and Employees	26
Section 5.23	Liabilities	27
Section 5.24	Bank Accounts and Safe Deposit Boxes	27
Section 5.25	Investment Company	27
Section 5.26	Bank Holding Company Act	27
Section 5.27	Public Utility Holding Act	27
Section 5.28	Federal Power Act	27
Section 5.29	Money Laundering Laws	27
Section 5.30	Foreign Corrupt Practices	28
Section 5.31	DTC Eligibility	28
Section 5.32	Absence of Certain Changes or Events	28
Section 5.33	Disclosure	28
Section 5.34	Undisclosed Events	29
Section 5.35	Non-Public Information	29

ARTICLE VI CONDUCT PRIOR TO CLOSING		29
Section 6.1	Conduct of Business	29
Section 6.2	Restrictions on Conduct of Business	29

ARTICLE VII ADDITIONAL AGREEMENTS		32
Section 7.1	Access to Information	32
Section 7.2	Legal Requirements	32
Section 7.3	Notification of Certain Matters	32
Section 7.4	Acquisition Proposals	33
Section 7.5	Assumption of Warrants	33

ARTICLE VIII POST CLOSING COVENANTS		34
Section 8.1	General	34
Section 8.2	Litigation Support	34
Section 8.3	Assistance with Post-Closing SEC Reports and Inquiries	34
Section 8.4	Public Announcements	34
Section 8.5	Assumption of Warrants	35

ARTICLE IX TAX MATTERS		35
Section 9.1	Tax Periods Ending on or before the Closing Date	35
Section 9.2	Tax Periods Beginning Before and Ending After the Closing	35
Section 9.3	Indemnification	36
Section 9.4	Tax Sharing Agreements	36
Section 9.5	Certain Taxes	36

ARTICLE X CONDITIONS TO CLOSING		37
Section 10.1	Conditions to Obligation of the Parties Generally	37
Section 10.2	Conditions to Obligation of the Acquiree Parties	37
Section 10.3	Conditions to Obligation of the Acquiror Parties	40

ARTICLE XI TERMINATION		41
Section 11.1	Grounds for Termination	41
Section 11.2	Procedure and Effect of Termination	43
Section 11.3	Effect of Termination	43

ARTICLE XII SURVIVAL; INDEMNIFICATION		43
Section 12.1	Survival	43
Section 12.2	Indemnification by the Acquiror Principal Shareholder	43
Section 12.3	Matters Involving Third Parties	43
Section 12.4	Exclusive Remedy	44

ARTICLE XIII MISCELLANEOUS PROVISIONS		45
Section 13.1	Expenses	45
Section 13.2	Confidentiality	45
Section 13.3	Notices	46
Section 13.4	Further Assurances	47
Section 13.5	Waiver	47
Section 13.6	Entire Agreement and Modification	47
Section 13.7	Assignments, Successors, and No Third-Party Rights	47
Section 13.8	Severability	48
Section 13.9	Section Headings	48
Section 13.10	Construction	48
Section 13.11	Counterparts	48
Section 13.12	Specific Performance	48
Section 13.13	Governing Law; Submission to Jurisdiction	49
Section 13.14	Waiver of Jury Trial	49

With copies to:


		Attention:
		Telephone No.:
		Facsimile No.:

If to the Acquiree, to:


		Attention:
		Telephone No.:
		Facsimile No.:

If to Acquiror or the Acquiror Principal Shareholder, to:		RPM Dental, Inc. 3285 Blazer Parkway, Suite 200 Lexington, Kentucky 40509 Attention: Josh Morita, Chief Executive Officer Telephone No.: (859) 552-6204 Facsimile No.:

With copies to:		Anslow & Jaclin, LLP 195 Route 9 South, Second Floor Manalapan, New Jersey 07726 Attention: Richard I. Anslow, Esq. Telephone No.: 732-409-1212 Facsimile No.: 732-577-1188

If to the Acquiror Principal Shareholder, to:		The applicable address set forth on Schedule I hereto.

	ACQUIROR:

	RPM DENTAL, INC.

	By:	/s/ Josh Morita
	Name:	Josh Morita
	Title:	Chief Executive Officer

	ACQUIROR PRINCIPAL SHAREHOLDER:

	/s/ Josh Morita
	JOSH MORITA

	ACQUIREE:

	QUEST WATER SOLUTIONS, INC.

	By:	/s/ John Balanko
	Name:	John Balanko
	Title:	President and Chief Executive Officer

Acquiree Shareholder	Total Acquiree Shares Held Prior to the Closing	Acquiror Common Shares to be Issued at the Closing	Acquiror Preferred Shares to be Issued at the Closing
John Balanko * 775 St. Andrews Road West Vancouver, BC V7S 1V5	8,700,000	870,000	1
Peter Miele * 2434 Nelson Avenue West Vancouver, BC V7V 4H6	8,700,000	870,000	1
Afonso Vicente Calala 5325 26 th Avenue S.W. Suite 4209 Calgary, AB T3E 6N3	100,000	10,000
Andrew Bousbouras 21457 – 91 Avenue Langley, BC V1M 3K3	120,000	12,000
Andrew Elliott 1827 Parkway Blvd. Coquitlam, BC V6E 3L4	40,000	4,000
Anne Marie Miele 2434 Nelson Avenue West Vancouver, BC V7V 2R4	200,000	20,000
Bob Wist 109 Bowser Avenue North Vancouver, BC V7P 3H1	40,000	4,000
Bradley Lien 7 Eagle Point St. Albert, AB T8N 5X4	40,000	4,000
Brent Atkinson Suite 120 8067 120 th Street Delta BC V4C 6P7	683,333	68,333
Cam Mehlenbacher 200 Panorama Road Lions Bay, BC V0N 2E0	40,000	4,000
Chris Larsen PO Box 2095 Whitecourt, AB T7S 1P7	8,000	800
Court Golumbic 114 E. 13th Street, Apt. 8a New York, NY 10003	20,000	2,000
Dartmore International Inc . Suite 13, Oliaji Trade Centre Francis Rachel Street Victoria, Seychelles	2,000,000	200,000
Dave Otto 1688 Beach Grove Road Delta, BC V4L 1P3	40,000	4,000

David Joseph Kwiatkowski 1846 Nelson Street, Suite 601 Vancouver, BC V6G 1N1	853,000	85,300
FDM Software Ltd. Suite 113 949 W 3rd Street North Vancouver, BC V7P 3P7	47,000	4,700
Glenn Nelson 3048 Fleet Street Coquitlam, BC V3C 3S2	20,000	2,000
Gordon Bradley Digby 4008 West 18th Avenue Vancouver, BC V6S 1B8	40,000	4,000
Greg Rachwal 27 Peony Avenue Winnipeg, MB R2V 2T5	100,000	10,000
Henry Andrews 108 Water Front Drive NE Milledgeville, GA 31061 USA	100,000	10,000
Ian Macdonald 119 – 1550 26th Avenue Surrey, BC V4P 1C6	100,000	10,000
Ian Woods 201 – 1465 Salisbury Avenue Port Coquitlam, BC V3B 6J3	120,000	12,000
Jacqueline McClure 1103 – 2088 Madison Avenue Burnaby, BC V5C 6T5	500,000	50,000
Jason Sundar ** 837 West Hastings Street Suite 202 Vancouver, BC V7X 1M8	42,500	4,250
Jinsun, LLC ** 2710 Thames Avenue Cheyenne, WY 82001	42,500	4,250
John L. McFarlane 15153 98th Avenue, Suite 233 Surrey, BC V3R 9M8	150,000	15,000
Ken Galloway 271 Butte Street Central Butte, SK S0H 0T0	40,000	4,000
Mark Lambert 1451 Santa Fe Drive Encinitas, CA 92024 USA	80,000	8,000
Melanie Falvo 39 Mankato Crescent Winnipeg, MB R2P 0S5	60,000	6,000
Michel Yin 7690 Imperial Street Burnaby, BC V5E 1P8	40,000	4,000

Neal P. Chazin 9555 Date Street Spring Valley, CA 91977	40,000	4,000
Pat Holbrook 1532 Gillespie Road Delta, BC V4L 1W1	40,000	4,000
Patrick Arthur 2764 St. Moritz Way Abbotsford, BC V3G 1C3	40,000	4,000
Peter Jensen 4656 Hoskins Road North Vancouver, BC V7K 2R1	100,000	10,000
Peter Kvarnstrom 1220 Kings Avenue West Vancouver, BC V7T 2C4	20,000	2,000
Peter Leong 3755 Barlett Court Suite 1002 Burnaby, BC V3J 7G7	8,000	800
Peter P. Leong 3755 Barlett Court Suite 1002 Burnaby, BC V3J 7G7	8,000	800
Quest Water Solutions Inc. (a Canadian corporation) 1820 – 925 W. Georgia St. Vancouver, BC V6C 3L2	100	10
Rickaby Holdings Inc. 829 5th Street New Westminster, BC V3L 2Y5	40,000	4,000
Robert I. Bates 25 Myrtle Street Medford, MA 02155-4119	420,000	42,000
Robin Richardson 8375 Langdon Street Philadelphia, PA 19152 USA	20,000	2,000
SIHL Investments International Corp. ** c/o Everest Asset Management AG Stockerstrasse 39 PO Box 1665 8027 Zurich, Switzerland Att: Mr. Erwin Speckert	1,000,000	100,000
Steve Miele 67 Blundell Bay Winnipeg, Manitoba R2V 4M5	600,000	60,000
Steven Menzies 1629 Beach Grove Road Delta, BC V4L 1P4	40,000	4,000

Stockwire Research ** 3736 Bees Cave Road, Suite 4-105 Austin, TX 78746	42,500	4,250
William John Bean 25 Grevillea Circuit Nightcliff, Darwin, NT Australia, 0810	200,000	20,000
TOTALS:	25,684,933	2,568,493	2

			State of Delaware
			Secretary of State
			Division of Corporations
			Delivered 05:09 PM 12/29/2011
			FILED 05:07 PM 12/29/2011
			SRV 111352629 - 4792682 FILE


With copies to:		Anslow & Jaclin, LLP 195 Route 9 South, Suite 204 Manalapan, New Jersey 07726 Attention: Richard I. Anslow, Esq. Telephone No.: 732-409-1212 Facsimile No.: 732-577-1188

If to the Investors, to:		The applicable address set forth in column (1) on Schedule I.

	COMPANY:

	RPM DENTAL, INC.

	By:	/s/ John Balanko
	Name:	John Balanko
	Title:	Chief Executive Officer

Date:
	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)

	By:
		Name:
		Title:

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering	Maximum Number of Warrant Shares to be Sold Pursuant to this Prospectus	Number of Shares of Common Stock Owned After Offering

Date:
	Holder
	(Print/type full legal name of beneficial owner of the Shares)

	By:
		Name:
		Title:

If to the Company, to:		RPM Dental, Inc. _____________________________________ _____________________________________ Attention: _____________________________ Telephone No.: _________________________ Facsimile No.: __________________________

With copies to:		Anslow & Jaclin, LLP 195 Route 9 South, Suite 204 Manalapan, New Jersey 07726 Attention: Richard I Anslow, Esq. Telephone No.: 732-409-1212 Facsimile No.: 732-577-1188

If to the Holder:		The address set forth on the signature page hereto.

HOLDER:


Name:


Address for notice:






RPM DENTAL, INC.

By:	/s/ John Balanko
	Name:	John Balanko
	Title:	President and Chief Executive Officer

HOLDER:

/s/ John Balanko
Name: JOHN BALANKO


Address for notice:






RPM DENTAL, INC.

By:	/s/ Peter Miele
	Name:	Peter Miele
	Title:	Vice President

HOLDER:

/s/ Peter Miele
Name: PETER MIELE


Address for notice:






RPM DENTAL, INC.

By:	/s/ John Balanko
	Name:	John Balanko
	Title:	President and Chief Executive Officer

Index

Report of Independent Registered Public Accounting Firm		F–1

Consolidated Balance Sheets		F–2

Consolidated Statements of Operations		F–3

Consolidated Statements of Stockholders’ Deficit		F–4

Consolidated Statements of Cash Flows		F–5

Notes to the Consolidated Financial Statements		F–6

	December 31 2010			December 31 2009
		$			$

ASSETS

Current assets

Cash		11,076			541
Prepaid expenses		20,000			–
Note receivable (Note 3)		–			28,418

Total current assets		31,076			28,959

Due from related party (Note 7)		43,016			43,016
Property and equipment (Note 4)		6,928			8,818

Total assets		81,020			80,793

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable		114,737			70,822
Accrued liabilities		10,247			20,000
Convertible note payable, net of unamortized discount of $28,477 (Note 5)		21,523			–
Loans payable (Note 6)		200,000			208,000
Due to related parties (Note 7)		506,026			325,421

Total current liabilities		852,533			624,243

Nature of operations and continuance of business (Note 1)
Subsequent events (Notes 2(a) 5 and 10)

Stockholders’ deficit

Common stock, unlimited number of common shares authorized, $0.0001 par value, 24,559,000 and 24,416,000 shares issued and outstanding, respectively		2,456			2,442

Additional paid-in capital		69,069			–

Common stock subscribed		10,000			–

Deficit accumulated during the development stage		(853,038	)		(545,892	)

Total stockholders’ deficit		(771,513	)		(543,450	)

Total liabilities and stockholders’ deficit		81,020			80,793

	Year ended December 31, 2010			Period from February 20, 2009 (date of inception) to December 31, 2009			Accumulated from February 20, 2009 (date of inception) to December 31, 2010
		$			$			$

Expenses

Advertising and promotion		2,193			7,516			9,709
Amortization		3,370			2,606			5,976
Automotive		12,413			5,013			17,426
Consulting fees		8,466			102,524			110,990
Foreign exchange loss (gain)		2,584			(81	)		2,503
Management fees (Note 7)		180,000			180,000			360,000
Office and miscellaneous		11,900			24,266			36,166
Professional fees		38,765			85,918			124,683
Rent		24,604			30,786			55,390
Telephone		11,903			13,452			25,355
Travel		10,703			92,056			102,759

Loss before other income (expense)		(306,901	)		(544,056	)		(850,957	)

Other income (expense)

Accretion of discount on convertible note payable (Note 5)		(4,856	)		–			(4,856	)
Interest expense on convertible note		(4,366	)		(1,836	)		(6,202	)
Interest income		1,075			–			1,075
Gain on settlement of debt (Notes 8(a) and 8(b))		7,902			–			7,902

Total other income (expense)		(245	)		(1,836	)		(2,081	)

Net loss		(307,146	)		(545,892	)		(853,038	)

Net loss per share, basic and diluted		(0.01	)		(0.02	)

Weighted average shares outstanding		24,485,792			24,373,809

	Common stock				Additional paid-in capital $		Common stock subscribed $		Deficit accumulated during the development stage $			Total $
	Number		Amount $		Additional paid-in capital $		Common stock subscribed $		Deficit accumulated during the development stage $			Total $

Balance, February 20, 2009 (date of inception)		–		–		–		–		–			–

Common stock issued for cash at $0.0001 per share		24,416,000		2,442		–		–		–			2,442

Net loss for the period		–		–		–		–		(545,892	)		(545,892	)

Balance, December 31, 2009		24,416,000		2,442		–		–		(545,892	)		(543,450	)

Common stock issued for cash at $0.25 per share		80,000		8		19,992		–		–			20,000

Common stock issued to settle debt		63,000		6		15,744		–		–			15,750

Share subscriptions received		–		–		–		10,000		–			10,000

Fair value of beneficial conversion feature for convertible note payable		–		–		33,333		–		–			33,333

Net loss for the year		–		–		–		–		(307,146	)		(307,146	)

Balance, December 31, 2010		24,599,000		2,456		69,069		10,000		(853,038	)		(771,513	)

	Cost		Accumulated Amortization		Net Carrying Value 2010		Net Carrying Value 2009
		$		$		$		$

Computer equipment		7,837		3,980		3,857		4,927
Computer software		1,673		950		723		836
Furniture and equipment		3,394		1,046		2,348		3,055

		12,904		5,976		6,928		8,818

	2010 $		2009 $

Income tax recovery at statutory rate	87,537		163,768

Permanent differences	(1,384	)
Difference in current and future tax rate	(10,580	)	(27,295	)
Valuation allowance change	(75,573	)	(136,473	)

Provision for income taxes	–		–

	2010 $		2009 $

Net operating losses carried forward	212,046		136,473

Valuation allowance	(212,046	)	(136,473	)

Net deferred income tax asset	–		–

	Index

Interim Consolidated Balance Sheets	F–1

Interim Consolidated Statements of Operations	F–2

Interim Consolidated Statements of Cash Flows	F–3

Notes to the Interim Consolidated Financial Statements	F–4

	September 30, 2011			December 31, 2010
		$			$
	(unaudited)

ASSETS

Current assets

Cash		87,213			11,076
Prepaid expenses and deposits		7,602			20,000

Total current assets		94,815			31,076

Due from related party (Note 6)		–			43,016
Property and equipment (Note 3)		207,961			6,928

Total assets		302,776			81,020

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accounts payable		113,968			114,737
Accrued liabilities		8,917			10,247
Convertible notes payable, net of unamortized discount of $38,272 (Note 4)		261,728			21,523
Loan payable (Note 5)		200,000			200,000
Due to related parties (Note 6)		508,938			506,026

Total current liabilities		1,093,551			852,533

Going concern (Note 1)
Commitment (Note 8)
Subsequent events (Note 9)

Stockholders’ deficit

Common stock, unlimited number of common shares authorized, $0.0001 par value, 23,874,000 (2010 - 24,559,000) shares issued and outstanding		2,387			2,456

Additional paid-in capital		468,937			69,069

Common stock subscribed		–			10,000

Deficit accumulated during the development stage		(1,262,099	)		(853,038	)

Total stockholders’ deficit		(790,775	)		(771,513	)

Total liabilities and stockholders’ deficit		302,776			81,020

	Nine months ended September 30, 2011			Nine months ended September 30, 2010			Accumulated from February 20, 2009 (date of inception) to September 30, 2011
		$			$			$

Revenue		–			–			–

Expenses

Advertising and promotion		5,938			1,459			15,647
Amortization		3,037			2,748			9,013
Automotive		15,869			7,751			33,295
Consulting fees		44,290			376			155,280
Foreign exchange loss (gain)		(4,503	)		609			(2,000	)
Management fees (Note 6)		135,000			135,000			495,000
Office and miscellaneous		13,131			9,877			49,297
Professional fees		88,420			19,724			213,103
Rent		23,263			21,004			78,653
Telephone		8,783			8,404			34,138
Travel		2,957			10,054			105,716

Total expenses		336,185			217,006			1,187,142

Loss before other income (expense)		(336,185	)		(217,006	)		(1,187,142	)

Other income (expense)

Accretion of discounts on convertible notes payable		(65,205	)		–			(70,061	)
Interest expense		(7,671	)		–			(13,873	)
Interest income		–			–			1,075
Gain on settlement of debt		–			7,902			7,902

Total other income (expense)		(72,876	)		7,902			(74,957	)

Net loss		(409,061	)		(209,104	)		(1,262,099	)

Net loss per share, basic and diluted		(0.02	)		(0.01	)

Weighted average shares outstanding		23,098,066			24,472,989

	Cost		Accumulated Amortization		Net Carrying Value September 30, 2011		Net Carrying Value December 31, 2010
	$		$		$		$

Computer equipment		11,362		5,876		5,486		3,857
Computer software		1,673		1,517		156		723
Demonstration equipment		196,512		–		196,512		–
Furniture and equipment		7,426		1,619		5,807		2,348

		216,973		9,012		207,961		6,928

	RPM Dental, Inc. $			Quest Water Solutions Inc. $			Pro-forma Adjustments $			RPM Dental Inc. Pro-forma $

ASSETS

Cash		6,384			87,213			25,500	(b)		782,597
								599,500	(g)
								64,000	(i)

Prepaid expenses and deposits		–			7,602			–			7,602

Total Current Assets		6,384			94,815			689,500			790,199

Property and equipment		–			207,961			–			207,961

Total Assets		6,384			302,776			689,500			998,160

LIABILITIES

Current Liabilities

Accounts payable		–			113,968			–			113,968
Accrued liabilities		–			8,917			–			8,917
Convertible notes payable		–			261,728			(100,000	(a)		64,000
								(200,000	(c)
								38,272	(c)
								64,000	(i)

Loan payable		–			200,000			–			200,000
Due to related parties		–			508,938			(2	(f)		508,936


Total Liabilities		–			1,093,551			(197,730			895,821

STOCKHOLDERS’ EQUITY (DEFICIT)

Common stock		6			2,387			68	(a)		2,568
								13	(b)
								100	(c)
								(4	(d)
								(2	(e)

Additional paid-in capital		80,494			468,937			99,932	(a)		1,406,517
								25,487	(b)
								6,375	(b)
								199,900	(c)
								4	(d)
								6,384	(e)
								(80,498	(e)
								2	(f)
								599,500	(g)

Deficit accumulated during the development stage		(74,116	)		(1,262,099	)		74,116	(e)		(1,306,746	)
								(6,375	(b)
								(38,272	(c)

Total Stockholders’ Equity (Deficit)		6,384			(790,775	)		887,230			102,339

Total Liabilities and Stockholders’ Equity (Deficit)		6,384			302,776			689,500			998,160