UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the quarterly period ended December 31, 2009


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


                         For the transition period from


                              Commission File No.



                           NORQUEST ACQUISITION CORP.
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


            Delaware                                            To be applied
 -------------------------------                             -------------------
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)


         905 West Main Street, Broadleaf Sq., Suite #23, Durham, NC 27701
         ---------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (919) 682-9484
                           ---------------------------
                           (Issuer's telephone number)


                                 Not applicable
                                 --------------
      (Former name, address and fiscal year, if changed since last report)



Check  whether  the  issuer  (1) has  filed  all  reports  required  to be filed
bySection 13 or 15(d) of the Securities EFxchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]


Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the   definitions   of   "large   accelerated   filer,"   "accelerated   filer,"
"non-accelerated  filer" and  "smaller  reporting  company" in Rule 12b-2 of the
Exchange Act. (Check one):


Large accelerated filer         [ ]       Accelerated filer               [ ]
Non-accelerated filer           [ ]       Smaller reporting company       [X]


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


   APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
                             PRECEDING FIVE YEARS


Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court. Yes [ ] No [ ]


                     APPLICABLE ONLY TO CORPORATE ISSUERS


State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:


As of October 5, 2009, there were 31,340,000 shares of common stock,  $.0001 par
value per share, issued and outstanding.


Transitional Small Business Disclosure Format: Yes [ ] No [X]


<PAGE>

                            NORQUEST ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                              FINANCIAL STATEMENTS
                               December 31, 2009

                                      INDEX

Part I-- FINANCIAL INFORMATION
                                                                        Page

  Item 1.  Financial Statements                                           4

  Item 2.  Management's Discussion and Analysis of Financial Condition   11

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk    17

  Item 4T. Controls and Procedures                                       17

Part II-- OTHER INFORMATION

  Item 1.  Legal Proceedings                                             18

  Item 1A. Risk Factors                                                  18

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds   18

  Item 3.  Defaults Upon Senior Securities                               19

  Item 4.  Submission of Matters to a Vote of Security Holders           19

  Item 5.  Other Information                                             19

  Item 6.  Exhibits                                                      19

Signature                                                                20


                                       2


<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.
-----------------------------

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted  accounting  principles for interim financial  reporting
and pursuant to the rules and  regulations  of the U.S.  Securities and Exchange
Commission  ("Commission").  While these statements reflect all normal recurring
adjustments  which  are,  in the  opinion  of  management,  necessary  for  fair
presentation  of the results of the interim  period,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. For further information,  refer to
the financial  statements and footnotes  thereto,  contained in the registration
statement filed with the Commission on Form 10.
















                                       3
<PAGE>

                           NORQUEST ACQUISITION CORP.

                              FINANCIAL STATEMENTS

                              AS OF December 31, 2009


Norquest Acquisition Corp.
Financial Statements Table of Contents

FINANCIAL STATEMENTS                                                     Page #

         Balance Sheet                                                        1

         Statements of Operations                                             2

         Statements of Cash Flows                                             3

         Notes to the Financial Statements                                  4-5












                                       4

<PAGE>

                            NORQUEST ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                                  BALANCE SHEET
                                   (UNAUDITED)
                              As of December 31, 2009


                                     ASSETS


                                                                 December 31,
                                                                     2009
CURRENT ASSETS


        Cash                                                       $     --
                                                                   --------




                      TOTAL ASSETS                                 $     --
                                                                   ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

    Accrued expenses                                               $     --
                                                                   --------

                      TOTAL LIABILITIES                                  --

STOCKHOLDERS' EQUITY (DEFICIT)

  Preferred Stock - par value $0.0001
    20,000,000 shares authorized;
    0 shares issued and outstanding                                      --

  Common Stock - par value $0.0001;
    250,000,000 shares authorized;
    31,340,000 shares issued and outstanding                          3,134

  Additional paid in capital                                             --

  Deficit accumulated during development stage                       (3,134)
                                                                   --------

  Total stockholders' equity (deficit)                                   --
                                                                   --------


                      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $     --
                                                                   ========




   The accompanying notes are an integral part of these financial statements.


                                       F-1


                                       5
<PAGE>
<TABLE>
<CAPTION>
                           NORQUEST ACQUISITION CORP.
                          A DEVELOPMENT STAGE COMPANY
                            STATEMENTS OF OPERATIONS
                                  (UNAUDITED)
           For the Quarter ended December 31, 2009, and from inception
                  (January 11, 2008) through December 31, 2009



                                                                          For the Period
                                                       For the              January 11,
                                                       3-Months                2008
                                                        Ended             (Inception) to
                                                     December 31,          December 31,
                                                         2009                  2009
                                                     -----------           -----------
<S>                                                  <C>                   <C>
REVENUE                    Sales                     $        --           $        --

                           Cost of sales                      --                    --
                                                     -----------           -----------

     GROSS PROFIT                                             --                    --

     OPERATING COSTS AND EXPENSES

       GENERAL & ADMINISTRATIVE EXPENSES                      --                 3,134
                                                     -----------           -----------

     TOTAL OPERATING COST AND EXPENSES                        --                 3,134

     NET INCOME (LOSS)                                        --                (3,134)
                                                     ===========           ===========


NET EARNINGS PER SHARE

         Basic and Diluted
         Net loss per share                                   --                 (0.00)

Basic and Diluted Weighted Average
    Number of Common Shares Outstanding               31,340,000            31,340,000






   The accompanying notes are an integral part of these financial statements.


                                       F-2



                                       6
<PAGE>


                            NORQUEST ACQUISITION CORP.
                           A DEVELOPMENT STAGE COMPANY
                            STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
           For the Quarter ended December 31, 2009, and from inception
                  (January 11, 2008) through December 31, 2009


                                                                                 For the Period
                                                                 For the           January 11,
                                                                 3-Months             2008
                                                                  Ended          (Inception) to
                                                               December 31,      December 31,
                                                                   2009               2009
                                                               -----------        -----------
CASH FLOWS FROM OPERATING ACTIVITIES

             Net income (loss)                                  $      --           $  (3,134)

             Issuance of stock for services rendered                   --               3,134
                                                                ---------           ---------

NET CASH PROVIDED OR (USED) IN OPERATIONS                              --                  --

CASH FLOWS FROM INVESTING ACTIVITIES

        None                                                           --                  --

CASH FLOWS FROM FINANCING ACTIVITIES

        None                                                           --                  --

CASH RECONCILIATION

        Net increase (decrease) in cash                                --                  --

        Beginning cash balance                                         --                  --
                                                                ---------           ---------

CASH BALANCE AT END OF PERIOD                                   $      --           $      --
                                                                =========           =========


Noncash Financing and Investment Activities

   Common stock issued for services rendered                           --               3,134


Supplemental Cash Flow Information

   Interest paid                                                $      --           $      --

   Income taxes paid                                            $      --           $      --


</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       F-3




                                       7

<PAGE>

                            NORQUEST ACQUISITION CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1 - DESCRIPTION OF BUSINESS

Basis of Presentation

Norquest  Acquisition  Corp. (the "Company") was incorporated  under the laws of
the State of Delaware on January 11, 2008 and has been inactive since inception.
The  Company  intends  to serve as a vehicle  to  effect  an asset  acquisition,
merger,  exchange of capital stock or other business combination with a domestic
or foreign business.

The  Company  has not earned  any  revenue  from  operations.  Accordingly,  the
Company's  activities  have been accounted for as those of a "Development  Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). The  Company's  financial  statements  are  identified as those of a
development stage company, and that the statements of operations,  stockholders'
equity  and  cash  flows  disclose  activity  since  the  date of the  Company's
inception.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The Company's  financial  statements  are prepared  using the accrual  method of
accounting. The Company has elected a fiscal year ending on December 31.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities,  disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

Cash Equivalents

The Company  considers  all highly  liquid  investments  with  maturity of three
months or less when purchased to be cash equivalents.

                                       8
<PAGE>

Income Taxes

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry forwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.  Deferred tax assets are reduced by a valuation  allowance when, in
the opinion of  management,  it is more likely than not that some portion of all
of the deferred tax assets will be realized. Deferred tax assets and liabilities
are  adjusted  for the  effects  of changes in tax laws and rates on the date of
enactment. There were no current or deferred income tax expenses or benefits due
to the Company not having any material  operations for period ended December 31,
2009.

Earnings per Share

The  Company  adopted  the  provisions  of SFAS No.  128,  "Earnings  Per Share"
("EPS"). SFAS No. 128 provides for the calculation of basic and diluted earnings
per share.  Basic EPS includes no dilution and is computed by dividing income or
loss available to common  stockholders by the weighted  average number of common
shares  outstanding for the period.  Diluted EPS reflects the potential dilution
of  securities  that could share in the  earnings or losses of the entity.  Such
amounts  include shares  potentially  issuable  pursuant to shares to be issued,
convertible debentures and outstanding options and warrants.

Impact of New Accounting Standards

The  Company  does  not  expect  the  adoption  of  recently  issued  accounting
pronouncements to have a material impact on the Company's results of operations,
financial position, or cash flow.

NOTE 3 - GOING CONCERN

The Company's  financial  statements  are prepared  using the accrual  method of
accounting in accordance with accounting  principles  generally  accepted in the
United  States of America  ("GAAP"),  and have been  prepared on a going concern
basis,  which  contemplates  the  realization  of assets and the  settlement  of
liabilities  in the normal  course of  business.  The Company  currently  has no
source of revenue to cover its costs. The Company will limit all operational

                                       9

<PAGE>

activities to searching and  consummating  a business  combination.  The Company
will offer  non-cash  consideration  and seek equity lines as the sole method of
financing for the near term. If the Company is unable to secure  financing until
a business  combination is consummated,  it may substantially limit or terminate
its operations or seek other business opportunities through strategic alliances,
acquisitions  or other  arrangements  that may dilute the  interests of existing
stockholders.

NOTE 4 - SHAREHOLDER'S EQUITY

The  Company's  board of directors  has the  authority to establish  and fix the
designation,  powers, or preferences of preferred shares without further vote by
the shareholders.

The Company has the following classes of capital stock as of December 31, 2009:

* Common stock - 250,000,000 shares authorized; $0.0001 par value; 31,340,000
shares issued and outstanding.

* Preferred stock - 20,000,000 shares authorized; $0.0001 par value; no shares
issued and outstanding.


                                       10

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Conditions and
        Results of Operations
------------------------------------------------------------------------

The following  discussion and analysis  should be read in  conjunction  with our
financial statements and notes to the financial statements included elsewhere in
this  report as well as the Form  10-12G  registration  statement.  This  report
contains  forward-looking  statements  within the  meaning of Section 27A of the
Securities Act of 1933, as amended,  or the  Securities  Act, and Section 21E of
the Securities  Exchange Act of 1934, as amended, or the Exchange Act. We intend
that the  forward-looking  statements be subject to the safe harbors  created by
those sections.

PLAN OF OPERATION; GOING CONCERN

BACKGROUND OF THE COMPANY

Norquest Acquisition Corp. (the "Company") was organized on January 11, 2008, as
a blank  check or shell  company  under the Laws of the State of  Delaware.  The
Company does not currently  engage in any business  activities that provide cash
flow.  From  inception,  the primary  activity of the Company has been  directed
towards organizational efforts, compliance matters and locating potential merger
or  acquisition  candidates.  The  Company's  primary  purpose is to engage in a
merger with or acquisition of one or more private domestic or foreign companies.

The  Company is  continuing  its  efforts to locate a merger  candidate  for the
purpose of a merger.  It is possible  that the  Company  will be  successful  in
locating  such a merger  candidate  and closing  such  merger.  However,  if the
Company  cannot  effect a non-cash  acquisition,  the  Company may have to raise
funds from a private  offering of its securities under Rule 506 of Regulation D.
There is no assurance the Company would obtain any such equity funding.

The Company is still a "blank check" or "shell" company. At present, the Company
has no business opportunities under contemplation for acquisition or merger.

GENERAL OVERVIEW

The Company's  activities  since  inception have been limited to  organizational
matters,  compliance efforts and locating  potential merger candidates,  and the
Company has not engaged in any operating activity since its inception.


                                       11

<PAGE>

The  Company  has  registered  its  Common  Stock on a Form  10-SB  registration
statement  filed pursuant to the  Securities  Exchange Act of 1934 (the Exchange
Act) and Rule 12(g)  thereof.  The Company  files with the U.S.  Securities  and
Exchange  Commission  periodic  reports  under Rule 13(a) of the  Exchange  Act,
including quarterly reports on Form 10-Q and annual reports on Form 10-K.

The  Company  was  formed  to  engage  in a  merger  with or  acquisition  of an
unidentified  domestic  or  foreign  company  which  desires  to  become  a U.S.
reporting  (public)  company whose  securities  are qualified for trading in the
United States  secondary  market.  The Company  meets the  definition of a blank
check company  contained in Section  7(b)(3) of the  Securities  Act of 1933, as
amended.

The  Company  believes  that there are  perceived  benefits to being a reporting
company with a class of  publicly-traded  securities  which may be attractive to
foreign and domestic private companies.

These benefits are commonly thought to include:

  (1) the ability to use registered shares to make acquisition of assets or
      businesses;

  (2) increased visibility in the financial community;

  (3) the facilitation of borrowing from financial institutions;

  (4) improved trading efficiency;

  (5) shareholder liquidity;

  (6) greater ease in subsequently raising capital;

  (7) compensation of key employees through options for stock for which there
      is a public market;

  (8) enhanced corporate image; and,

  (9) a presence in the United States capital market.

A private company which may be interested in a business combination with the
Company may include the following:


                                       12

<PAGE>

  (1) a Company for which a primary purpose of becoming public is the use of
      its securities for the acquisition of assets or businesses;

  (2) a company which is unable to find an underwriter of its securities or
      is unable to find an underwriter of securities on terms acceptable to it;

  (3) a company which wishes to become public with less dilution of its Common
      Stock than would occur normally upon an underwriting;

  (4) a company which believes that it will be able to obtain investment
      capital on more favorable terms after it has become public;

  (5) a foreign company which may wish an initial entry into the United States
      securities market;

  (6) a special situation company, such as a company seeking a public market
      to satisfy redemption requirements under a qualified Employee Stock
      Option Plan; and,

  (7) a company seeking one or more of the other benefits believed to attach to
      a public company.

The  Company is  authorized  to enter into a  definitive  agreement  with a wide
variety  of  private  businesses  without  limitation  as to their  industry  or
revenues. It is not possible at this time to predict with which private company,
if any, the Company  will enter into a definitive  agreement or what will be the
industry, operating history, revenues, future prospects or other characteristics
of that company.

As of the date hereof, management of the Company has not made any final decision
for a business combination with any private  corporations,  partnerships or sole
proprietorships.  When any such  agreement  is  reached or other  material  fact
occurs,  the Company  will file notice of such  agreement  or fact with the U.S.
Securities and Exchange  Commission on Form 8-K.  Persons reading this Form 10-Q
are advised to see if the Company has subsequently filed a Form 8-K.

There is  presently  no trading  market for the  Company's  common  stock and no
market may ever exist for the Company's common stock. The Company plans to apply
for a corporate  CUSIP # for its common  stock and to assist  broker-dealers  in
complying with Rule 15c2-11 of the Securities  Exchange Act of 1934, as amended,
so that  such  brokers  can  trade  the  Company's  common  stock  in the  Over-
The-Counter  Electronic  Bulletin  Board (the "OTC  Bulletin  Board")  after the
Company is no longer classified as a "blank check" or shell company,  as defined
by the U.S.  Securities  and Exchange  Commission.  There can be no assurance to
investors that any  broker-dealer  will actually file the materials  required in
order for such OTC Bulletin Board trading to proceed.


                                       13


<PAGE>

The U.S.  Securities and Exchange Commission has adopted a rule (Rule 419) which
defines a blank-check  company as (i) a development stage company,  that is (ii)
offering penny stock, as defined by Rule 3a51-1,  and (iii) that has no specific
business plan or purpose or has indicated  that its business plan is engage in a
merger or acquisition with an unidentified company or companies.

BUSINESS COMBINATION

The Company will attempt to locate and negotiate with a business  entity for the
combination  of that target  company  with the  Company.  The  combination  will
normally  take the form of a  merger,  stock-for-stock  exchange  or  stock-for-
assets  exchange  (the  "business  combination").  In most  instances the target
company  will wish to  structure  the  business  combination  to be  within  the
definition of a tax-free  reorganization under Section 351 or Section 368 of the
Internal  Revenue Code of 1986, as amended.  No assurances can be given that the
Company will be successful in locating or negotiating with any target business.

The Company has not  restricted  its search for any specific kind of businesses,
and it may acquire a business which is in its preliminary or development  stage,
which is already in operation, or in essentially any stage of its business life.
It is  impossible to predict the status of any business in which the Company may
become engaged, in that such business may need to seek additional  capital,  may
desire  to  have  its  shares  publicly  traded,  or may  seek  other  perceived
advantages which the Company may offer.

In implementing a structure for a particular business  acquisition,  the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity.

It is anticipated  that any securities  issued in any such business  combination
would be issued in reliance upon exemption from  registration  under  applicable
federal  and  state  securities  laws.  In  some  circumstances,  however,  as a
negotiated element of its transaction,  the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter.  If such registration  occurs, it will be undertaken
by the  surviving  entity after the Company has entered into an agreement  for a
business combination or has consummated a business combination.  The issuance of
additional securities and their potential sale into any trading market which may
develop  in the  Company's  securities  may  depress  the  market  value  of the
Company's securities in the future if such a market develops,  of which there is
no assurance.


                                       14


<PAGE>

The  Company  will  participate  in  a  business   combination  only  after  the
negotiation and execution of appropriate agreements.  Negotiations with a target
company  will likely  focus on the  percentage  of the Company  which the target
company shareholders would acquire in exchange for their shareholdings. Although
the terms of such agreements cannot be predicted, generally such agreements will
require  certain  representations  and warranties of the parties  thereto,  will
specify  certain  events of  default,  will  detail the terms of closing and the
conditions  which  must be  satisfied  by the  parties  prior to and after  such
closing and will include  miscellaneous  other terms.  Any merger or acquisition
effected by the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's shareholders at such time.

LIQUIDITY AND OPERATIONAL RESULTS

The Company has no current  operating  history and does not have any revenues or
earnings from operations.  The Company has no assets or financial resources.  We
will,  in all  likelihood,  sustain  operating  expenses  without  corresponding
revenues,  at least until the consummation of a business  combination.  This may
result  in the  Company  incurring  a net  operating  loss  that  will  increase
continuously  until the Company can  consummate  a business  combination  with a
profitable business opportunity. There is no assurance that we can identify such
a business opportunity and consummate such a business combination.

We are dependent  upon our officers to meet any de minimis costs that may occur.
G.J. de Klerk, an officer and director of the Company, has agreed to provide the
necessary funds, without interest, for the Company to comply with the Securities
Exchange Act of 1934, as amended; provided that he is an officer and director of
the Company when the obligation is incurred. All advances are interest-free.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2009, the Company had no cash and no other assets.

As part of our plan to augment our financial  resources and consider  attractive
business  opportunities,  we and our  principal  stockholders  have entered into
discussions with an unaffiliated  third party with respect to a potential merger
transaction  which  could  result  in  change  of   control/ownership   and  new
management.

There can be no assurance that a merger or other significant transaction will be
consummated  with the third  party or, if  consummated,  that the Company or its
stockholders would realize any benefits from it. The proposed  transactions,  if
consummated, would constitute a change in control of the Company.

If a proposed  transaction  is  consummated,  a Form 8-K describing the proposed
transactions or agreement, as applicable,  will be filed by the Company with the
Securities and Exchange Commission.

ACCOUNTING FOR BUSINESS COMBINATION

In July 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards "SFAS" No. 141, "Business  Combinations" and SFAS
No. 142, "Goodwill and Other Intangible  Assets." SFAS No. 141 requires business
combinations  initiated  after  June 30,  2001 to be  accounted  for  using  the
purchase method of accounting, and broadens the criteria for recording


15


<PAGE>

intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated  against  these new criteria and may result in certain  intangibles
being subsumed into goodwill,  or alternatively,  amounts initially  recorded as
goodwill may be separately  identified an recognized  apart from goodwill.  SFAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles.  Under a non-amortization  approach,  goodwill
and certain  intangibles is more than its fair value.  Goodwill is the excess of
the  acquisition  costs  of the  acquired  entity  over  the  fair  value of the
identifiable net assets  acquired.  The Company is required to test goodwill and
intangible assets that are determined to have an indefinite life for impairments
at least  annually.  The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment  recognized in current earnings.  The
provisions  of SFAS No. 141 and SFAS No. 142 may be  applicable  to any business
combination that we may enter into in the future.

We have also been informed that most business combinations will be accounted for
as a reverse acquisition with us being the surviving registrant.  As a result of
any business  combination,  if the acquired entity's  shareholders will exercise
control  over us,  the  transaction  will be deemed to be a capital  transaction
where we are treated as a non-business entity. Therefore, the accounting for the
business  combination  is identical  to that  resulting  from a reverse  merger,
except no goodwill or other intangible  assets will be recorded.  For accounting
purposes,  the acquired  entity will be treated as the accounting  acquirer and,
accordingly, will be presented as the continuing entity.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance  sheet  arrangements  that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial  condition,  revenues or expenses,  results of operations,  liquidity,
capital expenditures or capital resources that is material to investors.

GOING CONCERN

The  financial  statements  included  in  this  filing  have  been  prepared  in
conformity with generally  accepted  accounting  principles that contemplate the
continuance of us as a going concern.  Our lack of cash is inadequate to pay all
of  the  costs  associated  with  our  operations.  Management  intends  to  use
borrowings  and  security  sales to mitigate  the effects of its cash  position,
however no  assurance  can be given that debt or equity  financing,  if and when
required will be available. The financial statements do not include any


                                       16

<PAGE>

adjustments relating to the recoverability and classification of recorded assets
and classification of liabilities that might be necessary should we be unable to
continue existence.

CONTRACTUAL OBLIGATIONS

As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the
Company is not required to provide this information.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report contains  various  forward-looking  statements that are based on the
Company's  beliefs  as well as  assumptions  made by and  information  currently
available  to the  Company.  When  used in this  report,  the  words  "believe,"
"expect,"  "anticipate,"  "estimate"  and similar  expressions  are  intended to
identify  forward-looking  statements.  Such  statements may include  statements
regarding seeking business opportunities, payment of operating expenses, and the
like,  and are subject to certain risks,  uncertainties  and  assumptions  which
could cause actual results to differ  materially  from  projections or estimates
contained herein.  Factors which could cause actual results to differ materially
include,  among others,  unanticipated  delays or  difficulties in location of a
suitable business acquisition  candidate,  unanticipated or unexpected costs and
expenses,  competition  and  changes  in  market  conditions,  lack of  adequate
management  personnel  and  the  like.  Should  one or more of  these  risks  or
uncertainties  materialize,  or should  underlying  assumptions prove incorrect,
actual  results  may  vary  materially  form  those  anticipated,  estimated  or
projected.  The Company cautions again placing undue reliance on forward-looking
statements all of that speak only as of the date made.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.
------------------------------------------------------------------

As a "smaller  reporting  company" as defined by Item 10 of Regulation  S-K, the
Company is not required to provide information required by this Item.

Item 4T. Controls and Procedures
--------------------------------

Evaluation of Disclosure Controls and Procedures.

We maintain  disclosure controls and procedures that are designed to ensure that
information  required  to be  disclosed  in our  reports  filed  pursuant to the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's rules,  regulations and related forms, and
that such information is accumulated and communicated to our principal executive
officer  and  principal  financial  officer,  as  appropriate,  to allow  timely
decisions regarding required disclosure.



                                       17


<PAGE>

As of December 31, 2009, we carried out an evaluation, under the supervision and
with the  participation  of our  management,  including our principal  executive
officer and principal  financial officer, of the effectiveness of the design and
operation of our disclosure  controls and procedures.  Based on this evaluation,
our principal  executive officer and principal  financial officer concluded that
our disclosure controls and procedures were effective.

Changes in internal controls.

There have been no changes in our  internal  controls or in other  factors  that
could  significantly  affect these  controls and  procedures  during the quarter
ended December 31, 2009.

Limitations on the Effectiveness of Controls

The Company's management does not expect that their disclosure controls or their
internal  controls over financial  reporting will prevent all error and fraud. A
control  system,  no matter how well  conceived and  operated,  can provide only
reasonable, but not absolute,  assurance that the objectives of a control system
are met. Further, any control system reflects limitations on resources,  and the
benefits of a control  system must be  considered  relative to its costs.  These
limitations also include the realities that judgments in decision-making  can be
faulty and that breakdowns can occur because of simple error or mistake.

Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by  collusion  of two or more  people or by  management  override of a
control.  A design of a control  system is also based upon  certain  assumptions
about potential future  conditions;  over time,  controls may become  inadequate
because of changes in conditions,  or the degree of compliance with the policies
or procedures may  deteriorate.  Because of the inherent  limitations in a cost-
effective control system,  misstatements due to error or fraud may occur and may
not be detected.


                           PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

          The Company is currently not a party to any pending legal  proceedings
          and no such  action by, or to the best of its  knowledge,  against the
          Company has been threatened.

Item 1A.  Risk Factors.

          As a "smaller  reporting  company" as defined by Item 10 of Regulation
          S-K,  the Company is not required to provide  information  required by
          this Item.

                                       18

<PAGE>

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

          None

Item 3.   Defaults Upon Senior Securities.

          None

Item 4.   Submission of Matters to a Vote of Security
          Holders.

          No matter was submitted  during the quarter ending  December 31, 2009,
          covered  by  this  report  to a vote  of the  Company's  shareholders,
          through the solicitation of proxies or otherwise.

Item 5.   Other Information.

          None

Item 6.   Exhibits.

Exhibit   Description
-------   -----------

*3.1      Certificate of Incorporation, as filed with the Delaware Secretary of
          State on January 11, 2008.

*3.2      By-Laws.

31.1      Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.

32.1      Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.

-------------------------
* Filed as an exhibit to the Company's Registration Statement on Form 10-12G, as
filed  with  the  Securities  and  Exchange  Commission  on March  10,  2008 and
incorporated herein by this reference.

                                       19

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be signed on its  behalf  by the  undersigned,  there  unto duly
authorized.


                              Norquest Acquisition Corp., a Delaware corporation
                              (Registrant)



Date: January 5, 2010                 By: /s/ Philip Wainwright
                                      -----------------------------------
                                      Philip Wainwright
                                      Chief Executive Officer and
                                      Chief Financial Officer
                                      (Principal Executive Officer)
                                      (Principal Financial Officer)



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